~~United~~ ~~States~~ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

~~Current~~ ~~Report~~ CURRENT ~~Pursuant to~~REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~May~~ 18December 14, 2009

GetFugu, Inc. __________________________________________ (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Nevada	333-143845	20-8658254
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

8560 West Sunset Boulevard, 7th Flloor, West Hollywood, California		90069
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Nevada		333-143845		20-8658254
(State of incorporation)		(Commission File Number)		(IRS Employer Number)


Registrant’s telephone number, including area code:		(424) 354-4800

8560 W. Sunset Blvd., 7th Floor West Hollywood, California		90069
(Address of principal executive offices)		Zip Code

Not Applicable
______________________________________________
Former name or former address, if changed since last report

(Registrant’s telephone number, including area code)

600 Townsend Street, Suite 129E

San Francisco, California 94101

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~ Written~~ [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 ~~Soliciting~~ Top ~~material~~of ~~pursuant to Rule 14a-12 under~~ the ~~Exchange Act (17 CFR~~Form ~~240.14a-12)~~

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement On ~~November~~December 614, 2009, weGetFugu Inc., a Nevada corporation (the "Company") entered into a ~~Settlement~~ Securities Purchase Agreement (the "Purchase Agreement") with ~~SpongeTech~~Hutton ~~Delivery~~International ~~Systems~~Investments, ~~Inc~~Ltd., ~~pursuant~~a toBermuda exempted company ("Investor"), under which Investor is committed to purchase up to $10 million of 10% convertible redeemable subordinated debentures (the ~~pending~~"Debentures"). As ~~litigation~~a ~~between~~condition usto ~~was~~the ~~dismissed~~commitment closing (the "Closing"), the Company shall have cleared for filing with ~~each~~the ~~party~~Delaware toSecretary ~~bear~~of State a certificate of designations for authorization of its ~~own costs~~convertible redeemable Series A Preferred Stock (the "Preferred Stock"). We In ~~also~~the ~~entered~~event ~~into~~the ~~our~~Company ~~standard~~reincorporates ~~form~~in Delaware, and the certificate of ~~Augmented~~designations ~~Reality Link~~is ~~Terms~~filed and declared effective and the Preferred Stock is thereby authorized for issuance, all outstanding Debentures will be automatically converted into shares of ~~Service~~Preferred Stock. Under the terms of the Purchase Agreement, the Company may present Investor with ~~SpongeTech~~one or more notices (each a "Notice") to purchase Debentures or, ~~providing~~if Preferred Stock is then authorized, shares of Preferred Stock (each a "Tranche"). Investor is obligated to purchase the Debentures or shares of Preferred Stock on the tenth trading day after the date the Notice given (the "Notice Date"), subject to satisfaction of certain closing conditions, including that it(i) ~~will~~the common stock of the Company (the "Common Stock") is listed for and trading on a trading market, (ii) the representations and warranties of the Company in the Purchase Agreement are true and correct and no default under the Purchase Agreement has occurred, (iii) except with respect to the first Tranche, Investor shall have previously received the Commitment Fee (described below), (iv) the purchase would not result in Investor and its affiliates beneficially owning more than 9.99% of the Common Stock, and (v) Investor shall have received borrowed shares equal to at least the Commitment Fee and 150% of the Tranche purchase price, pursuant to stock loan agreements between Investor and one or more stockholders of the Company. In the event the closing bid price of the Common Stock during any one or more of the nine trading days following the Notice Date falls below the closing bid price on the day prior to the Notice Date, the Company may decline to sell the applicable Debentures or shares of Preferred Stock on the Tranche closing date.A commitment fee of $500,000 (the "Commitment Fee") is payable by the Company to Investor, at the Company’s option, either in cash, or in shares of Common Stock valued at the lower of the closing bid price on the trading day before issuance or delivery. On or prior to the commitment closing (the "Closing") the Company shall issue and hold in trust for Investor shares of Common Stock to pay the Commitment Fee. On the earlier of six months after the Closing or the first Tranche closing date, the shares in trust shall be ~~placed~~ released to Investor together with any additional shares necessary to make the value of the shares, on the ~~GetFugu~~date ~~platform~~prior to delivery, equal to the Commitment Fee. In lieu of shares, the Company may pay the Commitment Fee in cash by offset from the first Tranche.A copy of the Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K. The description of certain terms of the Purchase Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Purchase Agreement.Convertible Subordinated DebenturesIssuance. Pursuant to the Purchase Agreement, the Company may issue its 10% convertible redeemable subordinated debentures (each, a "Debenture") to one or more holders ("Debentureholders"). Interest will accrue at a rate of 10% per annum on the outstanding principal amount of each Debenture and is payable at the time that payment of the entire principal sum of the Debenture has been made or duly provided for. Conversion. The Debenture shall convert into shares of Preferred Stock as follows: Automatic Conversion. Immediately upon the earlier of (i) the reincorporation of the Company from Nevada to Delaware, or (ii) the authorization of any class of preferred stock of the Company, the entire face amount of the Debenture shall automatically convert into shares of Preferred Stock. The number of shares of Preferred Stock issuable upon conversion of a Debenture shall be determined by dividing the principal amount of the Debenture, together with accrued and unpaid interest, by $10,000. Optional Conversion. At any time after the six-month anniversary of the issuance date of the Debenture, or in connection with a consolidation, merger or liquidation of the Company, the Debentureholder may convert the face amount of the Debenture, together with accrued and unpaid interest, into shares of Common Stock. The number of shares issuable upon conversion shall be determined by dividing the principal amount of the Debenture, together with any accrued but unpaid interest, by the conversion price then in effect. The conversion price shall be (i) mutually agreed by the parties, or (ii) if not mutually agreed, equal to the closing bid price of a share of Common Stock on the trading day immediately prior to the date of the Tranche Notice under which the Debenture was originally issued, subject to adjustment for stock dividends, reverse stock splits and certain other events. Redemption. At the Company’s option, the Debenture may be ~~charged~~redeemed prior to maturity by payment of the face amount, plus accrued and unpaid interest, plus an amount equal to the interest that, but for such redemption, would have been payable through the fifth anniversary of the issuance date of the Debenture. In the event a Debenture is called for redemption, the right to convert the Debenture shall terminate on the third business day prior to the date fixed for redemption.Subordination. The Debenture is subordinate in right of payment to any ~~service~~obligation ~~fee~~of any kind that the Company may at any time have unless the terms governing such obligation expressly provide otherwise. Certificate of Designations Under the Purchase Agreement, the Company may file a Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware. A summary of the Certificate of Designations is set forth below. Ranking and Voting. The Preferred Stock ranks, with respect to rights upon liquidation, winding-up or dissolution, senior to the Common Stock and any other classes or series of preferred stock of the Company and junior to existing and future indebtedness of the Company. The holders of the Preferred Stock ("Holders") will have no right to vote on any matters, including without limitation the election of directors, except as required by applicable law. Dividends. Commencing on the first anniversary of the issuance date of any shares of Preferred Stock (the date of any such issuance, the "Issuance Date"), Holders are entitled to receive dividends on each outstanding share of Preferred Stock, accruing at a rate of 10% per annum. Accrued dividends are payable annually on the anniversary of the Issuance Date. No dividends are payable with respect to shares of Preferred Stock that are redeemed or converted prior to the first anniversary of the Issuance Date.Conversion. Shares of Preferred Stock may be converted into shares of Common Stock, at the Company’s option after the three-month anniversary of the Issuance Date, and/or at the Holder’s option after the six-month anniversary of the Issuance Date. In the event of a conversion of Preferred Stock at the option of a Holder, the Company shall issue to the Holder a number of shares of Common Stock ("Conversion Shares") equal to (x) $10,000 multiplied by (y) the number of shares of Preferred Stock subject to the conversion notice divided by (z) a price mutually agreed by the parties, or if not mutually agreed, equal to the closing bid price of a share of Common Stock on the trading day immediately prior to the date of the Tranche Notice under which the applicable Preferred Stock or Debenture that converted into such Common Stock was originally issued, subject to adjustment for stock dividends, reverse stock splits and certain other events. In the event of a conversion of Preferred Stock at the option of the Company, the Company shall issue to the Holder the number of Conversion Shares issuable upon exercise of the Holder’s conversion option as described above. In addition, if the Company exercises the option prior to the fourth anniversary of the Issuance Date, the Holder shall receive an additional number of Conversion Shares equal to: (i) 44% of the Conversion Shares issuable, if converted after the three-month anniversary of the Issuance Date but prior to the first anniversary thereof, (ii) 35% of the Conversion Shares issuable, if converted after the first anniversary of the Issuance Date but prior to the second anniversary thereof, (iii) 27% of the Conversion Shares issuable, if converted on or after the second anniversary but prior to the third anniversary thereof, (iv) 18% of the Conversion Shares, if converted on or after the third anniversary but prior to the fourth anniversary thereof, (v) 9% of the Conversion Shares issuable, if converted on or after the fourth anniversary but prior to the fifth anniversary thereof.At no time may the Company or Holder deliver a Conversion Notice if the number of Conversion Shares to be received pursuant to such Conversion Notice, aggregated with all other shares of Common Stock then beneficially (or deemed beneficially) owned by Holder, would result in Holder owning, on the date of delivery of the Conversion Notice, more than 9.99% of all Common Stock outstanding.Liquidation. Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the Company, before any distribution or payment is made to 20 ~~ARLs~~the holders of any other class or series of stock, the Holders shall first be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount with respect to each share of Preferred Stock equal to $10,000. If not paid in full, the Holders shall share equally and ratably in any distribution of assets in proportion to the liquidation preference to which each Holder is entitled, after which any remaining assets of the Company shall be distributed among the holders of the other class or series of stock. Redemption. The Company may redeem, for cash, any or all of the Preferred Stock at any time at a redemption price equal to $10,000 per share (the "Redemption Price"), plus accrued and unpaid dividends. If the Company exercises its redemption option prior to the fourth anniversary of the Issuance Date, then in addition to the Redemption Price the Company shall pay to the Holder a make-whole price per share equal to: (i) 44% of the Redemption Price, if redeemed prior to the first anniversary thereof, (ii) 35% of the Redemption Price, if redeemed on or after the first anniversary but prior to the second anniversary thereof, (iii) 27% of the Redemption Price, if redeemed on or after the second anniversary but prior to the third anniversary thereof, (iv) 18% of the Redemption Price, if redeemed on or after the third anniversary but prior to the fourth anniversary thereof, and (v) 9% of the Redemption Price if redeemed on or after the fourth anniversary but prior to the fifth anniversary thereof.

~~Item~~ 3 Item 7.0201 ~~Unregistered~~Regulation ~~Sales~~FD ~~of Equity Securities~~Disclosure.

On ~~November~~December 214, 2009, wethe ~~entered~~Company ~~into~~issued a ~~stipulation~~ ~~with~~press ~~Amber~~release ~~Capital~~announcing ~~Corporation for~~ the ~~issuance~~entry ofinto 16the ~~million~~Purchase ~~shares of~~Agreement ~~our~~as ~~common~~set ~~stock,~~forth in ~~order~~Item ~~to resolve claims for compensation for advisory services~~1. ~~The~~01 ~~transaction was exempt under Section 3(a)(10)~~ of ~~the Securities~~this ~~Act,~~Current asReport ~~securities~~on ~~issued~~Form in8-K. ~~exchange~~The ~~for~~press ~~outstanding~~release ~~claims,~~is ~~where the~~furnished ~~terms~~as ~~and~~Exhibit ~~conditions~~99.1 ofto ~~such~~this ~~issuance~~Current ~~and~~Report ~~exchange~~on ~~are~~Form ~~approved by a court, after a hearing upon the fairness of such terms and conditions~~8-K.

~~On November 5, 2009, we entered into a~~ ~~stipulation with Summit Trading Limited for the issuance of 4 million shares of~~ ~~our common stock, in order to resolve claims for compensation for consulting~~ ~~services~~ Item 9. ~~The~~01 ~~transaction~~Financial ~~was~~Statements ~~exempt~~and ~~under Section 3(a)(10) of the~~Exhibits. ~~Securities Act, as securities issued in exchange for outstanding claims, where~~ ~~the terms and conditions of such issuance and exchange are approved by a court,~~ ~~after a hearing upon the fairness of such terms and conditions.~~

~~On November 6, 2009, we entered into a~~ ~~Subscription~~ Exhibit ~~Agreement with R~~No.M Description 10.1 Securities ~~Enterprises~~Purchase ~~International~~Agreement, ~~Inc.~~dated ~~for~~December ~~the purchase~~14, ~~of 5~~2009,~~250,525~~ ~~shares~~between ~~of our common stock in exchange for $1~~GetFugu,~~750,000 which~~ ~~was previously paid to us~~Inc. ~~The~~ ~~shares~~and ~~issued~~Hutton toInternational ~~R.M.~~Investments, ~~are restricted~~Ltd. R 99.M.1 Press ~~was~~Release ~~also~~of ~~granted~~GetFugu, ~~piggy-back registration rights~~Inc. ~~The~~ ~~issuance~~dated ~~was~~December ~~exempt under Section 4(2) of the Securities Act~~14, ~~as a transaction by an issuer not involving any public~~2009 ~~offering.~~

~~Item~~ ~~5.02 Departure of Directors or Certain Officers; Election of Directors;~~ ~~Appointment~~ Top of ~~Certain~~the ~~Officers; Compensatory Arrangements of Certain~~Form ~~Officers~~

Appointment of Carl Freer as President and Director

Carl Freer, 39, was appointed as our president and as a member of our board of directors effective November 2, 2009. Mr. Freer has more than 15 years experience as a marketing and technology entrepreneur, successfully raising over $350 million in investment capital, and amassing $2.5 billion in market capitalization for his companies. Prior to co-founding GetFugu in April 2009, he served as SVP Business Development of Media Power Inc. in 2008. Mr. Freer founded mobile gaming platform Gizmondo in 2002, and was chairman of the board of directors at its parent company, Tiger Telematics Inc. until October 2005. He has been recognized as a pioneer in mobile technology and innovative approaches to advertising.

Appointment of Michael Solomon as Chairman of the Board

Michael Jay Solomon, 71, was appointed to our board of directors on May 18, 2009, and has served as chairman since July. Mr. Solomon served as President of Warner Bros. International Television (NYSE: TWX) from 1989 to 1994. Since that time, he has helmed television communications company Solomon Entertainment Enterprises, distributing independent content to the international market. Mr. Solomon co-founded television syndication company Telepictures Corporation (Nasdaq) in 1978, and served as president of Lorimar Telepictures Corp. until 1989. He also served eight years with United Artists and fourteen years with MCA/Universal. Mr. Solomon was a founder of the American Film Market Association and The Sam Spiegel Film & Television School, and has served on the Board of Overseers of New York University’s Stern School of Business for twenty years.

Appointment of Alan J. Bailey as Director

Alan J. Bailey, 62, joined our board effective November 2, 2009. Mr. Bailey is a veteran of the entertainment industry with 35 years of senior level corporate finance, audit and compliance experience. He served as Senior Vice President and Treasurer at Paramount Pictures from 1975 through March 2009. Mr. Bailey is an operating partner in Transworld Capital Group which specializes in structuring complex financial transactions. Mr. Bailey is also Vice President of the Shanghai Film Art Academy , a motion picture and television college based in Shanghai with more than 3,000 active film students. In April 2009, he formed new media company Dynamic Media International Inc. where he serves as chief operating officer and chief financial officer. Mr. Bailey previously served as Vice President in charge of offshore financial operations at Gulf + Western Industries, and served in public accounting with an affiliate of Ernst & Young and with Grant Thornton as a senior audit supervisor. He is a Fellow of the English Institute of Chartered Accountants.

Appointment of Derek Norton as Chief Operating Officer

Derek Norton, 45, was appointed our chief operating officer effective October 19, 2009. Mr. Norton is an accomplished entrepreneur and venture capitalist with 20 years of business building and executive management experience in technology, Internet and media. Prior to joining us he served as managing partner of Watertower Group, a boutique venture capital fund he founded in February 2002. From July 1999 to January 2002, Mr. Norton served as a Principal with Entertainment Media Ventures, a $120 million early stage fund focused on broadband infrastructure, consumer internet and digital media sectors. From 1991 until 1998, he founded and built Jeffries Technologies into one of Inc. Magazine’s 500 fastest growing privately held U.S. companies, providing network enterprise architecture and systems integration to Global 2000 businesses. In 1995, Mr. Norton founded Digital Boardwalk, a provider of web based service solutions. He holds a BA in Communications from University of Southern California.

Appointment of Michael O’Connor as Director

Michael J. O’Connor, 43, joined our board effective July 26, 2009. Mr. O'Connor has served as Vice-Chairman of telecommunications provider Globalive Communications Corporation since August 2008. He has twenty years experience in finance, mergers and acquisitions in telecommunications, as well as designing and implementing sophisticated financial planning tools in support of major capital raises. Mr. O’Connor served as one of six founding members of the Executive Committee of Orascom Telecom from November 1999 to July 2008, whose parent company Weather Investments boasts more than 110 million subscribers. He founded the Center for Economic and Financial Analysis at Science Applications International Corporation, one of the largest consultancy companies in the country. He began his career at the Economic Council of Canada/School of Policy Studies Queens University. He holds a Masters Degree in Economics from Carleton University.

Appointment of Chuck Timpe as Director

Chuck Timpe, 62, joined our board effective November 2, 2009. Mr. Timpe is a senior financial executive with extensive experience in public company finance, compliance and technical accounting issues. He has served as a director since 1998 and chairman of the audit committee since 2002 for IPC The Hospitalist Company, Inc. (NasdaqGM: IPCM), and as a director of Internet social network CrowdGather, Inc. (CRWG.OB) since May 2009. From 2003 to November 2008, Mr. Timpe served as the chief financial officer of Hythiam, Inc. (NasdaqGM: HYTM). He was chief financial officer from its inception in 1998 to 2003 of Protocare, Inc. Mr. Timpe was a principal in two consulting firms he co-founded, chief financial officer of National Pain Institute, treasurer and corporate controller for American Medical International, Inc., now Tenet Healthcare Corp. (NYSE: THC). He specialized in public company audits at Arthur Andersen, LLP. Mr. Timpe received a B.S. from University of Missouri, School of Business and Public Administration, and is a certified public accountant.

Directors

Each of our new directors was granted 10-year options to purchase 2 million shares of our common stock at an exercise price of $0.37 per share, one-sixth of which vest in six months and the remainder monthly over 3 years. Non-employee directors will accrue board compensation of $10,000 per month, $15,000 per month for the chairman. Each of our directors has entered into our standard form of Board of Directors Service and Indemnification Agreement, providing that we will indemnify them to the fullest extent permitted by applicable law.

In October 2005, Mr. Freer was sentenced to probation and fined by a court in Germany, for buying four luxury cars with a bad check, though Mr. Freer contended he had canceled the check after believing the cars did not have proper title and immediately informed the authorities. Upon being informed that only one of the four cars had a title issue, Mr. Freer resubmitted the check. None of our other directors has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of our directors has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Mr. Freer resigned as managing director of Gizmondo, the company went into liquidation in February 2006, due to increasing costs of pre-ordering long lead components and the inability to trade-finance the orders as the Gizmondo was a new product. None of our other directors has, during the last five years, been a party of any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

There are no family relationships between any of our new directors or executive officers. Other than with regard to Messrs. Freer and Solomon’s interests as stockholders, there have been no transactions, or proposed transactions, to which we were or are to be a party, in which any new director or member of his immediate family had or is to have a direct or indirect material interest.

Departures

As of September 17, 2009, David Warthen was terminated as chief technology officer. Effective October 20, 2009, Mark Lapresle and Christine Peters resigned from our board of directors, following the election of two new directors. Effective November 2, 2009, Bernard Stolar resigned as president, due to the appointment of Mr. Freer to that position. None resigned because of any disagreement on a matter relating to our operations, policies or practices. Mr. Lapresle will continue to serve as an employee, Ms. Peters as a consultant, and Mr. Stolar as our chief executive officer.

Item 7.01 Regulation FD Disclosure

Appointment of Ivan Kozhuharov as Chief Software Architect

Effective as of September 21, 2009, Ivan Kozhuharov, 33, was appointed our Chief Software Architect. Mr. Kozhuharov brings more than 15 years experience in software architecture, parallel programming, mobile systems and project management. From June 2007 to November 2009 he served as president of IKData, Inc., a software research and development company. From April 2008 to May 2009, Mr. Kozhuharov served as Chief Technology Officer and Vice President of Engineering at GetFugu Inc./Media Power Inc., a mobile marketing network company and global developer of high technology products. From October 2005 to June 2007, Mr. Kozhuharov served as Senior Software Architect and Business Analyst at ASISTONE LLC. ASIATONE, LLC was the first developer of an open, extensible, account based real-time mobile payment system, engineered specifically for cross border mobile money transactions. From June 2005 to October 2005, Mr. Kozhuharov served as Lead Senior Solution Engineer at NMK, LLC, a mobile solutions company specializing in wireless mobile music applications. From January 2004 to June 2005, Mr. Kozhuharov served as Software Architect and Vision Recognition Engineer at MILARA, Inc. MILARA, Inc. is a world leader in the development, manufacturing, servicing and/or licensing of manual, or semi-automatic stencil/screen printers, dispensers, and wafer printers for the Surface Mount Technology and Semiconductor Industries. Mr. Kozhuharov architected and managed a first place prize winner for one of the biggest trading platforms in Eastern Europe, architected and engineered a Semicon West award-winning semiconductor wafers system, created a real-time mobile payment system engineered for mobile cross border money transactions, and a mobile platform that allows wireless audio recognition. He is a Microsoft Certified Solution Developer, Microsoft Certified Professional, Cognex Computer Vision Certified Engineer and Motion Controllers Advanced Level Certified Engineer, and an active member of the International Association of Software Architects (IASA) and the International .NET Association (INETA). Mr. Kozhuharov has a Post Master in Telecommunications from Technical University, Sofia, Bulgaria and a BS/MS in Industrial Management and Product Development from University of Chemical Technology and Metallurgy, Sofia, Bulgaria.

No Litigation

There is no litigation of any kind pending against us.

Item 8.01 Other Events

Audit Committee

Our Audit Committee consists of Chuck Timpe (Chair), Alan Bailey and Michael O’Connor. Our board of directors has determined that all three are independent directors under the independence standards of the American Stock Exchange, as well as audit committee financial experts as defined in Item 407(d)(5) of Regulation S-B.

Compensation Committee

Our Compensation Committee consists of Donald Kurz (Chair) and Leathem Stearn. Our board has determined that both are independent directors under the independence standards of the American Stock Exchange.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Alan Bailey (Chair) and Donald Kurz. As noted above, our board has determined that both are independent directors.

Strategic Planning Committee

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

Special Committee

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

Committee Charters and Code of Ethics

On November 2, 2009, our board adopted an Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, Code of Ethics and Insider Trading Policy, copies of which are filed herewith.

New Offices

Our new executive offices are located at 8560 West Sunset Boulevard, 7th Floor, West Hollywood, California.

Unless otherwise required by law, we disclaim any obligation to release publicly any updates or changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statements are based.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits. The following exhibits are filed herewith
	Exhibit 3.1	Audit Committee Charter
	Exhibit 3.2	Compensation Committee Charter
	Exhibit 3.3	Nominating and Governance Committee Charter
	Exhibit 10.1	Settlement Agreement, dated November 5, 2009, among GetFugu, Inc., and SpongeTech Delivery Systems, Inc. and R.M. Enterprises International Inc.
	Exhibit 10.2	Subscription Agreement, dated November 6, 2009 among GetFugu, Inc., and R.M. Enterprises International Inc.
	Exhibit 10.3	Board of Directors Service and Indemnification Agreement
	Exhibit 14.1	Code of Ethics
	Exhibit 99.1	Insider Trading Policy

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant ~~Registrant~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GETFUGU, INC.
		GetFugu, Inc.
Date: November 6, 2009	By:	/s/ CARL FREER
December 14, 2009		By:	Carl Freer
		Carl Freer
			Name: Carl Freer
		President
			Title: President

Top of the Form

Exhibit Index


Exhibit No.		Description

10		Securities Purchase Agreement, dated December 14, 2009, between GetFugu, Inc. and Hutton International Investments, Ltd.
99		Press Release of GetFugu, Inc. dated December 14, 2009

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