UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2012~~2013


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 0-54517

MISTER GOODY, INC.

(Exact name of registrant as specified in its charter)

Florida		27-5414480
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification number)
7877 Emerald Winds Circle Boynton Beach, Florida		33473
14762 Wildflower Lane Delray Beach, Florida		33446
(Address of principal executive offices)		(Zip Code)

561-396-0554

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.001

(Title of class)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. x þ

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company xþ

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $1,~~123~~061,~~200~~000 as of June 30, 2012 (67,~~240~~073,~~000~~331 shares at $0.1815 per share).

As of July 105, ~~2012~~2013, there were 5960,~~740~~573,~~000~~331 outstanding shares of the registrant’s common stock, $.001 par value.

TABLE OF CONTENTS

		Page
~~PART I~~	PART I
Item 1.	Business	31
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	1314
Item 2.	Properties	1314
Item 3.	Legal Proceedings	1314
Item 4.	Mine Safety Disclosures	1314
~~PART II~~	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	1315
Item 6.	Selected Financial Data	1517
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1719
Item 8.	Financial Statements and Supplementary Data	1719
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1719
Item 9A.	Controls and Procedures	1720
Item 9B.	Other Information	1720
~~PART III~~	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1821
Item 11.	Executive Compensation	1922
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2023
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2124
Item 14.	Principal Accounting Fees and Services	2125
~~PART IV~~	PART IV
Item 15.	Exhibits, Financial Statement Schedules	2226
Signatures		2227

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include:

the timing of the development of future products;

projections of costs, revenue, earnings, capital structure and other financial items;

statements of our plans and objectives;

statements regarding the capabilities of our business operations;

statements of expected future economic performance;

statements regarding competition in our market; and

assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under Item 1.A “Risk Factors. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

ITEM 1.

BUSINESS

Business Summary

Mister Goody, Inc. (“the “Company”) is a Florida corporation that was incorporated on March 1, 2011 ~~under~~to ~~the~~develop ~~laws~~an online marketplace and cause-marketing services designed to help businesses increase their brand awareness and sales. Due to a lack of sufficient revenue that resulted from this business plan, on August 24, 2012, the ~~State~~Company’s Board of ~~Florida. We~~Directors ~~provide~~determined ~~businesses~~that ~~with~~it ~~access~~was in the Company’s stockholders best interest to ~~independent~~refocus ~~freelancers~~the ~~who~~business ~~provide~~activities in a ~~wide~~manner ~~array~~which ofcould ~~creative,~~more ~~marketing~~fully enhance stockholder value. The Company decided to no longer pursue their online marketplace and ~~technology~~cause-marketing services, atand ~~fixed~~it ~~rates~~ceased all of its operations with respect thereto. ~~Unless~~On August 24, 2012, the ~~context~~Company ~~otherwise~~acquired ~~requires,~~50% ~~all~~of ~~references~~the tocommon ~~“our~~units ~~company,”~~of ~~“we~~The Naked Edge,” LLC (“~~our~~Naked Edge”), a Colorado Limited Liability Company along with the option to acquire 33.33% of Naked Edge preferred units for $85,000 on or before August 24, 2013 (“usOption”). The common units provided the Company with 50% of the voting rights and ~~other~~20% ~~similar~~of ~~terms~~the ~~means~~economic ~~Mister~~rights ~~Goody~~of Naked Edge. On April 9, ~~Inc~~2013, the Company exercised its Option and acquired 33.33% of the preferred units. As a result of this acquisition, the Company now owns 50% of the Common Ownership Interests and 33.33% of the Preferred Ownership Interests of The Naked Edge, which equates to 50% of the voting rights and 40% of the economic rights of Naked Edge. The Company’s primary business plan is to provide management consulting services to Naked Edge, which is the Company’s sole client.

~~Principal~~Unless ~~services~~the context otherwise requires, all references to “our company,” “we,” “our” or “us” and other similar terms means Mister Goody, Inc.

Mister Goody provides businesses with access to independent freelancers who provide a wide array of creative, marketing and technology services, at fixed rates. The independent freelancers specialize in social media marketing, search engine optimization, Internet marketing, content creation, website development and public relations among other services. This on-demand workforce allows businesses to have services completed when they are needed, saving time and money. Mister Goody retains a fee for each successful transaction between client and freelancer.1

Principal Services

Mister Goody provides management consulting services to Naked Edge, which is its sole client. Mister Goody’s services include consulting on matters relating to Naked Edge’s product development, packaging, sales, marketing, distribution and business management. Pursuant to a written agreement, in exchange for our consulting services, Naked Edge pays the Company a fee of 5% of its net-income during any calendar year that Naked Edge generates net-income of at least $300,000. Naked Edge did not meet this threshold during calendar year 2012 and as a result, we received no management consulting fee revenue from Naked Edge during our fiscal year ended March 31, 2013. We presently have no other sources of income, and do not contemplate obtaining income from any other sources in the near future other than Naked Edge, if and when it meets the $300,000 net income threshold. Our future success is entirely dependent on the future success of Naked Edge.

Principal Products

Mister Goody does not sell any products. Naked Edge manufactures and distributes Veggie Go’s, an organic fruit and vegetable snack. The product is made with natural ingredients and no preservatives. They are dairy free, soy free, gluten free, vegan, non-GMO certified and kosher certified. Naked Edge produces four blends of Veggie Go’s which have a suggested retail price of $1.29 per unit. Mister Goody assists Naked Edge by providing consulting on pricing, packaging, promotions, sales, marketing, distribution, business development and other matters.

Manufacturing

Mister Goody does not manufacture any products. Naked Edge produces Veggie Go’s at its leased facility in Boulder, Colorado. The manufacturing process requires special equipment and trained personnel. As of March 31, 2013, Naked Edge’s production capacity is approximately 80,000 units per month. Mister Goody assists Naked Edge by providing consulting on equipment financing, timing of expansion and other matters.

Distribution

Mister Goody does not distribute any products. Naked Edge’s products are generally sold to distributors who generally sell to natural and organic food retailers, some of which are well-known national chains, as well as smaller regional specialty stores. As of March 31, 2013, Veggie Go’s could be purchased at approximately one hundred and forty four retail locations, one farmer’s market and several websites. Mister Goody assists Naked Edge by making introductions to food distributors, food brokers and food retailers.

Sales and Marketing

WeMister ~~promote~~Goody does not actively market its consulting services. Naked Edge must establish and strengthen the brand awareness of Veggie Go’s. Naked Edge believes enhancing and maintaining its brand recognition among retailers and consumers is an important aspect of its efforts to increase revenue and generate a profit for both Naked Edge and our ~~services~~Company. Naked Edge promotes consumer awareness of its products through in-store product demonstrations, social media outreach, community involvement, Internet marketing, ~~affiliates~~public relations and ~~business~~developing ~~development~~ partnerships. ~~Our~~ ~~marketing~~Mister ~~budget~~Goody ~~depends~~assists onNaked aEdge ~~number~~by ofproviding ~~factors,~~consulting ~~including~~on ~~our results of operations~~sales, ~~effectiveness of each~~ marketing ~~approach~~ and ~~availability~~related ~~of capital~~matters.

~~Competition~~Supplies and Suppliers

WeMister ~~participate~~Goody indoes anot ~~highly~~contract ~~competitive and fragmented industry~~ with ~~low~~any ~~barriers~~suppliers tofor ~~entry.~~any ~~Privately-backed and public companies could choose to enter our space and compete directly with us, or indirectly by offering substitute offerings~~supplies. ~~With~~ ~~the~~While ~~introduction~~Naked ofEdge ~~new~~products ~~technologies~~are ~~and~~unique ~~the~~within ~~influx of new entrants to~~ the ~~market~~marketplace, ~~we expect competition to persist and intensify in~~ the ~~future,~~underlying ~~which~~ingredients ~~could~~are ~~harm~~readily ~~our~~available ~~ability to increase sales~~ and ~~generate~~generally anot ~~profit.~~subject ~~Many~~to ~~companies~~shortages ~~and individuals are engaged in the same~~ or ~~similar~~significant ~~businesses~~market fluctuations. WeNaked ~~compete~~Edge’s ~~with~~product ~~numerous~~and ~~industry~~geographic ~~participants~~expansion toplans ~~attract~~may ~~clients,~~require ~~affiliates,~~additional ~~freelancers~~supplier ~~and marketing partners~~relationships.

~~Competition~~Organic ~~could~~Food ~~result~~Industry in– ~~reduced~~Naked sales, reduced margins or the failure of our services to achieve or maintain widespread market acceptance, any of which could harm our business. Some of our competitors have significant advantages over us, including greater name recognition, longer operating histories, lower operating costs, pre-existing relationships with current or potential customers, greater financial, marketing and other resources. These advantages could allow our competitors to respond more quickly to opportunities or changes in our markets. These competitive disadvantages could adversely affect our ability to generate sales and profit. Edge

WeAccording ~~cannot~~to ~~assure~~a ~~you~~recent ~~that~~publication, wethe ~~will~~U.S. beis ~~able~~the toworld’s ~~respond~~largest ~~quickly~~organic food market, ~~cost-effectively~~with orsales ~~sufficiently~~of tonatural ~~market~~and ~~conditions~~organic foods exceeding $40 billion in 2010. ~~Our~~ ~~business~~From 2000 to 2010, ~~financial~~the ~~condition~~U.S. natural and ~~operating~~organic ~~results~~food ~~may~~market begrew ~~adversely~~at ~~affected~~a ifcompound weannual ~~are~~growth ~~unable~~rate toof ~~anticipate~~approximately or12% ~~respond~~and ~~quickly~~is ~~and~~projected ~~economically~~by the same industry source to ~~any~~grow ~~developments~~at a compound annual growth rate of approximately 8% from 2010 to 2013. We ~~may~~believe ~~never~~growth ~~achieve~~rates afor ~~profit~~the ~~from~~U.S. ~~our~~natural ~~business~~and organic food market have been, and will continue to be, higher than those for the overall U.S. food market.

~~Regulation of our business~~2

~~Our~~We ~~business~~believe ~~practices~~growth ~~are~~in ~~regulated~~the natural and organic food market is driven by ~~numerous~~various ~~federal~~factors, ~~state~~including heightened awareness of the role that food and ~~local~~nutrition ~~authorities~~play in long-term health and wellness. Many consumers prefer natural and organic products due to increasing concerns over the purity and safety of food. The development and implementation of U.S. Department of Agriculture, ~~including~~or USDA, standards for organic certification has increased consumer awareness of, and confidence in, products labeled as organic. According to published information, 75% of adults in the ~~following:~~U.S. purchased natural or organic foods in 2010, with 33% of consumers using organic products at least once a month as compared to 22% ten years before.

~~Controlling~~Historically, natural and organic foods were primarily available at independent organic retailers or natural and organic retail chains. Mainstream grocery stores and mass merchandisers have expanded their natural and organic product offerings because of increasing consumer demand for natural and organic products, which command a higher margin for the ~~Assault~~retailer. The percentage of ~~Non-Solicited~~natural ~~Pornography~~and organic food sales has been rising, and, ~~Marketing~~according ~~Act~~to an industry source, in 2010, 73% of ~~2003~~consumers purchased organic products at grocery stores as compared to 25% at natural food stores. We believe the emergence of strong natural and organic brands, driven by a loyal and growing consumer base, will act as an additional catalyst for higher penetration in the mainstream grocery and mass merchandiser channels.

WeCompetition ~~must~~– ~~comply~~Naked with U.S. federal legislation entitled Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or CAN-SPAM Act, which imposes certain obligations on the senders of commercial emails and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content.Edge

~~The~~Naked ~~CAN-SPAM~~Edge’s ~~Act,~~principal ~~among~~competitors ~~other~~include ~~things,~~organic ~~obligates~~fruit ~~the~~leather ~~sender~~snack ofbrands ~~commercial~~owned ~~emails~~by toWhole ~~provide~~Foods ~~recipients~~(365 ~~with~~Organic ~~the~~brand), ~~ability~~Stretch toIsland ~~opt~~Fruit ~~out~~Co., ofSun-Rype ~~receiving~~Products ~~future emails from the sender~~Ltd., InKaia ~~addition~~Foods, ~~some~~Clif ~~states~~Bar ~~have~~& ~~passed~~Company, ~~laws~~Trader ~~regulating~~Joe’s ~~commercial~~(Fiberful ~~email~~Bars ~~practices~~brand), ~~that~~Wacky ~~are~~Apple ~~significantly more punitive~~ and ~~difficult~~Chef ~~to comply with than the CAN-SPAM Act~~Roberts, ~~particularly~~LLC. ~~Utah~~Naked ~~and~~Edge ~~Michigan,~~also ~~which~~competes ~~have~~against ~~enacted~~other ~~do-not-email~~fruit ~~registries~~based ~~listing~~snack ~~minors~~brands ~~who~~owned doby: ~~not~~Betty ~~wish~~Crocker, toKellogg’s, ~~receive~~Annie’s, ~~unsolicited~~Welch’s, ~~commercial email that markets certain covered content~~Motts, ~~such~~Sunkist asand ~~adult~~many ~~or other harmful products~~others. ~~Some portions of these state laws may not be preempted by the CAN-SPAM Act.~~

The ~~ability~~snack offood ~~our~~industry ~~customers’~~is ~~constituents~~highly tocompetitive ~~opt~~and ~~out~~barriers ofto ~~receiving~~entry ~~commercial~~are ~~emails~~low. ~~may~~Privately-backed ~~minimize~~and ~~the~~public ~~effectiveness~~companies ofcould ~~our~~choose ~~email~~to ~~marketing.~~enter ~~Moreover,~~Naked ~~non-compliance~~Edge’s ~~with~~space ~~the~~and ~~CAN-SPAM~~compete ~~Act~~directly ~~carries~~with ~~significant~~Naked ~~financial~~Edge, ~~penalties.~~or Ifindirectly weby ~~were~~offering ~~found~~substitute toofferings. beWith inthe ~~violation~~influx of ~~the~~new ~~CAN-SPAM~~entrants ~~Act,~~to ~~applicable state laws not preempted by~~ the ~~CAN-SPAM Act~~market, orwe ~~foreign~~expect ~~laws~~competition ~~regulating~~to ~~the~~persist ~~distribution~~and ofintensify ~~commercial~~in ~~email~~the future, wewhich could beharm ~~required~~Naked toEdge’s ~~pay~~ability ~~penalties,~~to ~~which~~increase ~~would~~sales ~~adversely~~and ~~affect~~generate ~~our~~a ~~financial~~profit. ~~performance~~Many companies and ~~significantly~~individuals ~~harm~~are ~~our~~engaged ~~business.~~in Wethe ~~also~~same ~~may~~or similar businesses.

Competition could result in reduced sales, reduced margins or the failure of Veggie Go’s to achieve or maintain more widespread market acceptance, any of which could harm Naked Edge’s business. Some competitors have significant advantages over Naked Edge, including greater name recognition, longer operating histories, lower operating costs, pre-existing relationships with current or potential retailers and customers, greater financial, marketing and other resources. These advantages could allow Naked Edge’s competitors to respond more quickly to opportunities or changes in its markets. These competitive disadvantages could adversely affect Naked Edge’s ability to generate sales and profit. Naked Edge may never achieve a profit which means our Company may never achieve a profit.

Intellectual Property

Mister Goody owns no intellectual property. Naked Edge owns all associated copyrights, domain names, trademarks and service marks, but it does not own any patents, franchises or concessions, and has no present intention to obtain such in the near future. While Naked Edge’s products are not patented, it believes its recipes and formulations are protected trade secrets.

Naked Edge considers the process of developing food products from concept, including formulas, recipes, flavor profiles and the batching process is not easily attained and therefore is proprietary information which gives it a competitive advantage. This proprietary information is critical to Naked Edge’s success. Naked Edge considers this an intellectual asset of its business. Naked Edge’s management prohibits contract manufacturers and agents from disclosing or using its confidential or proprietary information outside the company, before, during and after involvement with Naked Edge.

All resources that have access to Naked Edge’s proprietary information are required to execute a non-disclosure agreement. Both Mister Goody and Naked Edge consider everything Naked Edge does in terms of marketing, promotions and product as a trade secret, and information we wish to keep confidential. Naked Edge’s proprietary information includes recipes, formulas, processes, and methods used in production. It includes business and marketing plans, customer lists, and contracts and reasonable measures have been taken to keep this information protected, as it is not readily ascertainable by the public.

Naked Edge’s brand and image will be ~~required~~protected to ~~change~~the ~~one~~extent the law provides through trademark notifications. Naked Edge has not registered trademarks or ~~more~~otherwise ~~aspects~~protected the propriety of ~~the~~its ~~way~~currently weavailable ~~operate~~products ~~our~~through ~~business,~~registration ~~which~~with ~~could~~governmental ~~impair~~authorities ~~our~~or ~~ability~~licenses towith ~~attract~~private parties. As its market share and ~~retain~~product ~~customers~~availability orincreases, ~~increase~~significant ~~our~~future ~~operating~~expenditures ~~costs.~~may be required to protect its brand and proprietary product recipes.

AsResearch ~~Internet commerce continues to evolve, increasing regulation by federal, state or foreign governments becomes more likely. Our business could be negatively impacted by the application of existing laws~~ and ~~regulations~~Development or– ~~the~~Naked enactment of new laws applicable to email communications. The cost to comply with such laws or regulations could be significant and would increase our operating expenses, and we may be unable to pass along those costs to our customers in the form of higher prices. Edge

~~Federal~~Naked Edge products have, and ~~State~~are ~~Taxation~~expected to be for the foreseeable future, developed by our management. We plan to develop new blends of Veggie Go’s to increase shelf space at existing retailers, attract food brokers, interest new retailers and provide consumers with a wider selection of blends to enjoy. We do not expect to incur significant expenses related to additional product development for at least the next twelve months. We are not reliant on heavy research and development.

~~Federal~~Regulation ~~and~~– ~~state~~Naked governmental or regulatory agencies may decide to impose taxes on products or services sold over the Internet or via email. Such taxes could discourage the use of the Internet and email as a means of commercial marketing and communications, which would adversely affect the viability of our business. Edge

~~Federal,~~United ~~state~~States ~~and~~food ~~foreign~~products ~~governments~~are ~~have~~primarily ~~enacted,~~regulated ~~and~~by ~~may in~~ the ~~future~~U.S. ~~enact,~~Food ~~laws~~ and ~~regulations~~Drug ~~concerning~~Administration ~~the solicitation, collection, processing or use of consumers’ personal information~~(“FDA”). ~~Such~~The ~~laws~~FDA enacts and enforces regulations ~~may~~relating ~~require companies~~ to ~~implement~~the ~~privacy and security policies~~manufacturing, ~~permit~~distribution ~~users to access, correct~~ and ~~delete~~labeling ~~personal~~of ~~information~~food ~~stored~~products. orThe ~~maintained~~Food bySafety ~~such~~Modernization ~~companies~~Act, ~~inform~~a ~~individuals~~2011 ~~of security breaches that affect their personal information~~law, ~~and,~~provided inadditional ~~some~~food ~~cases,~~safety ~~obtain~~authority ~~individuals’ consent~~ to ~~use~~the ~~personal information for certain purposes~~FDA. ~~Other~~Naked ~~proposed~~Edge ~~legislation~~does ~~could,~~not ifexpect ~~enacted, prohibit~~ the ~~use~~cost of ~~certain~~complying ~~technologies~~with ~~that~~FDA ~~track individuals’ activities on web pages or that record when individuals click through to an Internet address contained in an email message. Such~~ laws and regulations ~~could restrict our customers’ ability~~ to ~~collect~~be ~~and~~material ~~use~~since ~~email~~it ~~addresses,~~intends ~~page~~to ~~viewing~~utilize ~~data,~~a ~~and~~contract ~~personal~~manufacturer ~~information, which may reduce demand for our products. They may also negatively impact our ability~~ to ~~effectively~~produce ~~market~~is ~~our~~ products.

AsIn ~~Internet commerce continues to evolve~~addition, ~~increasing~~some ~~regulation~~states byfurther ~~federal,~~regulate ~~state~~operations orwithin ~~foreign~~the ~~governments~~food ~~becomes~~distribution ~~more~~and ~~likely.~~sales ~~Our~~industry ~~business could be negatively impacted~~ by ~~the~~requiring ~~application~~additional oflicensing, ~~existing~~enforcing ~~laws~~federal and ~~regulations~~state orstandards ~~the~~for ~~enactment~~selected offood ~~new~~products, ~~laws~~grading ~~applicable~~food toproducts, ~~email~~inspecting ~~communications.~~plants ~~The cost to comply with such laws or regulations could be significant~~ and ~~would increase our operating expenses~~warehouses, ~~and~~regulating wetrade ~~may~~practices berelated ~~unable~~ to ~~pass~~the ~~along~~sale ~~those~~of ~~costs~~certain tofood ~~our~~products ~~customers. In addition, federal, state~~ and ~~foreign~~imposing ~~governmental~~their orown ~~regulatory~~labeling ~~agencies~~requirements ~~may decide to impose taxes~~ on ~~services~~food ~~provided over the Internet or via email~~products. ~~Such~~We ~~taxes~~believe ~~could~~Naked ~~discourage~~Edge ~~the~~is ~~use~~compliant ofwith ~~the~~all ~~Internet~~federal and ~~email~~state ~~as a means of commercial marketing and communications, which would adversely affect the viability of our services~~regulations.

We do not believe Naked Edge has any significant exposure to environmental protection laws and regulations.

Employees

As of March 31, ~~2012~~2013, weMister Goody had notwo ~~employees.~~consultants ~~All~~and ofNaked ~~the~~Edge ~~people~~had ~~who~~two ~~work~~employees. ~~for~~The usMister ~~are~~Goody ~~independent contractors and work for us part-time. Our~~ Chief Executive Officer and Vice President of Business Development work for usMister Goody under consulting agreements. ~~Our~~The ~~software~~Naked ~~developers~~Edge, ~~graphic~~LLC ~~designers,~~Chief ~~telephone~~Executive ~~solicitors~~Officer and ~~various~~President ~~other~~work ~~functions~~for ~~are~~Naked ~~also~~Edge ~~engaged~~under asemployment ~~independent contractors~~agreements. We utilize independent contracts in an effort to build and operate our business cost-effectively. We believe the use of non-salaried personnel allows us to expend our capital resources as a variable cost as opposed to a fixed cost of operations. In other words, if we have insufficient revenues or cash available, we are in a better position to only utilize those services required to generate revenues as opposed to having salaried employees.

WeMister ~~believe that~~Goody ~~our~~and ~~future success~~Naked ~~will~~Edge ~~depend~~utilize independent contracts in ~~part~~an oneffort ~~our continued ability~~ to ~~attract, hire or acquire~~ build and ~~retain~~ ~~qualified~~operate ~~outside~~its ~~contractors~~business cost-effectively. ~~There~~We ~~can~~believe bethe nouse ~~assurance~~of ~~that~~non-salaried wepersonnel ~~will~~allows beus ~~able~~to expend its capital resources as a variable cost as opposed to ~~attract~~a ~~and~~fixed ~~retain~~cost ~~such~~of ~~individuals~~operations. In other words, if we have insufficient revenues or ~~companies.~~cash Ifavailable, we are ~~unsuccessful~~ in ~~managing~~a ~~the~~better ~~timely~~position ~~delivery~~to ofonly ~~these~~utilize those services ~~our~~required ~~business~~to ~~could~~generate berevenues ~~adversely~~as ~~affected.~~opposed to having salaried employees.

~~Research~~Material ~~and Development~~Agreements

~~Our~~Naked core technology is built upon proprietary software. We have also purchased prepackaged software which extends the basic functionality of the core software we developed. We expect to spend less than $20,000 a year for future research and development activities. Edge

~~Technology~~On August 24, 2012, as part of the LLC Interest Purchase Agreement we entered into with Naked Edge, we entered into a consulting agreement with Naked Edge to provide management consulting services to Naked Edge. Mister Goody’s services include consulting on matters relating to Naked Edge’s product development, packaging, sales, marketing, distribution and business management. Pursuant to that agreement, in exchange for our consulting services, Naked Edge pays the Company a fee of 5% of its net-income during any calendar year that Naked Edge generates net-income of at least $300,000. This agreement will remain in effect until cancelled by either party, which cancellation may be effected at any time upon ten days written notice; provided, however, that Naked Edge may not terminate this agreement other than for cause, generally defined as our fraud or misconduct that materially and adversely affects the Company, negligence in the performance of our services, persistent failure to perform the services as contemplated by the agreement, conduct that discredits Naked Edge, or material breach of the terms of this agreement, provided in each case that we have been provided written notice of the facts and circumstances alleged to constitute the cause alleged and at least 10 days’ opportunity to cure it.

We currently rent Internet server technology and bandwidth from Amazon.com. Our disaster recovery strategy is to back-up our server and databases on a daily basis and restore in the event of a disaster. In the event of a disaster in which our software or hardware are irreparably damaged or destroyed, we would experience interruptions in access to our services. Any or all of these events could cause our customers to lose access to our products.

~~Intellectual~~First ~~Property~~Market, LLC

WeOn ~~currently~~November ~~do not own any patents~~29, ~~franchises~~2012 orwe ~~concessions.~~entered Weinto ~~own~~a ~~all~~consulting ~~associated~~agreement ~~copyrights,~~with ~~domain~~First ~~names~~Market, ~~trademarks~~LLC ~~and~~(“First ~~service marks. We have not applied for patent protection of our technologies or processes with the US Patent and Trademark Office; if we fail to do so~~Market”), wepursuant ~~may be unable~~ to ~~adequately~~which ~~protect~~First ~~our~~Market ~~intellectual~~is ~~property~~paid $10,000 ~~especially~~per ifmonth ~~the~~plus ~~designs and materials used in our products are replicated by our competitors. Further~~1,000,000 ~~even~~shares ifof wecommon ~~file~~stock for ~~patent~~management ~~protection~~consulting, ~~there~~business isadvisory, nostrategic ~~assurance~~planning ~~that it will be approved by the US Patent~~ and ~~Trademark~~public ~~Office.~~relations services.

Snack Um, LLC

On April 3, 2013 we entered into a convertible loan agreement and promissory note with Snack Um, LLC. The note is due on April 3, 2016, but it may be called by the holder upon four months written notice to the registrant at any time after April 3, 2015. We can repay the note at any time with no prepayment penalty upon 14 days written notice. The note provides Snack Um, LLC with 8% interest per annum and the ability to convert part or the entire note into shares of our common stock at a fixed price of $0.10 per share.

ITEM 1A.

RISK FACTORS

Risks Related To Our Business

Our independent auditors have expressed substantial doubt about our ability to remain as a going concern which may negatively impact our ability to obtain additional funding or funding on terms attractive to us.

Our independent auditors state in their audit report that since we have incurred substantial losses, had negative cash flow from operations, and are dependent on our ability to raise capital from stockholders or other sources to sustain operations, there is a substantial doubt that we will be able to continue as a going concern. The going concern opinion may negatively impact our ability to obtain additional funding or funding on terms attractive to us. If we are unable to continue as a going concern, you will lose your entire investment.

We have a limited operating history for assessing our ability to conduct successful business activities.

We are a recently formed entity with limited operating history. There can be no assurance that we will be able to successfully implement our business plan to successfully assist Naked Edge or that we will ever generate positive cash flow from our ~~operations~~efforts.

At this early stage of our operation, we face certain risks and uncertainties frequently encountered by companies at the early stage of their business development. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations we plan to undertake. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a material adverse effect on our financial condition and your investment.

Our future success is dependent on many factors including our ability to increase awareness of ~~our~~the Veggie Go’s brand name, meet customer standards, attain customer loyalty, attract ~~qualified~~product ~~freelancers~~distributors, ~~recruit~~attract ~~productive affiliates~~retailers, respond effectively to competitive pressures and attract qualified personnel. None of these factors can be demonstrated by our historic performance and there is no assurance we will be able to accomplish them.

Our limited operating history makes any prediction of our future results of operations difficult or impossible. Since there can be no assurance of future successful performance of our business, or the Naked Edge business, you are accepting a high probability of losing your entire investment.

Our business plan and future success is entirely dependent upon the success of Naked Edge since we have no other consulting clients.

Mister Goody provides management consulting services to Naked Edge, which is its sole client, which means that our business plan and future success is entirely dependent upon the success of Naked Edge. Pursuant to a written agreement, in exchange for our consulting services, Naked Edge pays our Company a fee of 5% of its net-income during any calendar year that Naked Edge generates net-income of at least $300,000. In the event that Naked Edge does not meet this threshold during any calendar year, we will receive no management fees from Naked Edge, and hence, no revenue. We presently have no other sources of income, and do not contemplate obtaining income from any other sources in the near future other than Naked Edge, if and when it meets the $300,000 net income threshold.

We have never generated a profit and if we are unable to generate consistent profits, we will not have the ability to sustain our business.

Since inception to March 31, ~~2012~~2013, we have incurred a net loss of $~~205~~492,~~223~~189. We are expecting losses over the next 12 months because we do not have any significant revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee we will ever be successful in generating significant revenues in the future or that any revenues we are able to generate would be sufficient to pay for our expenses. If we are not able to generate sufficient revenues to achieve profitable operations, you will lose your entire investment.

We incur significant costs complying with our obligations as a reporting issuer which will make it more difficult to generate a profit and will reduce the cash available to implement our business plan.

We are required to file periodic reports with the Securities & Exchange Commission, including financial statements and disclosure regarding changes in our operations. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major ~~affect~~effect on the amount of time to be spent by our auditors and attorneys. However, we estimate that these costs could exceed $30,000 per year for the next few years. Those fees will be higher if our business volume and activity increases. Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations. These compliance costs will be charged to operations and will negatively impact our ability to attain profitable operations.

5However, for as long as we remain an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an "emerging growth company."

~~obligations~~We will ~~reduce~~remain ~~and~~an ~~possibly~~emerging ~~eliminate~~growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of our ~~ability~~common ~~and~~stock ~~resources~~pursuant to ~~fund~~an ~~our~~effective ~~operations~~registration ~~and~~statement, ~~may~~(b) ~~prevent~~in uswhich ~~from~~we ~~meeting~~have ~~our~~total ~~normal~~annual ~~business~~gross ~~obligations~~revenue of at least $1.0 ~~These~~billion, ~~compliance~~or ~~costs~~(c) ~~will~~in bewhich ~~charged~~we are deemed to ~~operations~~be ~~and~~a ~~will~~large ~~negatively~~accelerated ~~impact~~filer, which means the market value of our ~~ability~~common tostock ~~attain~~that ~~profitable~~is ~~operations~~held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Our failure to secure additional financing when needed may affect our ability to survive.

We may be required to spend substantial amounts of working capital to implement our business plan. The only cash currently available to us is the cash in our bank account. We have no lines of credit or other sources of capital. The availability of additional funding is subject to credit, economic, market and legal constraints. No guarantees that any additional financing can be obtained are possible. Even if financing is available, it may not be available on terms we find favorable. Our failure to raise additional funds if needed in the future will adversely affect our business operations, which may require us to suspend our operations and lead you to lose your entire investment.

If we fail to develop our brand cost-effectively, our business may be adversely affected.

To be successful, we must establish and strengthen the awareness of the Mister Goody brand. We believe that maintaining and enhancing our brand recognition is an important aspect of our efforts to generate revenue. We also believe that the importance of brand recognition will increase due to the relatively low barriers to entry in the Internet market. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to offer members discounts and special offers for a wide range of products and services. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

We participate in a highly competitive industry which may prevent us from generating a profit.

We participate in a highly competitive and fragmented industry with low barriers to entry. Privately-backed and public companies could choose to enter our space and compete directly with us, or indirectly by offering substitute offerings. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and generate a profit. Many companies and individuals are engaged in the same or similar businesses. We compete with numerous industry participants to attract clients, affiliates, freelancers and marketing partners.

Competition could result in reduced sales, reduced margins or the failure of our services to achieve or maintain widespread market acceptance, any of which could harm our business. Some of our competitors have significant advantages over us, including greater name recognition, longer operating histories, lower operating costs, pre-existing relationships with current or potential customers, greater financial, marketing and other resources. These advantages could allow our competitors to respond more quickly to opportunities or changes in our markets. These competitive disadvantages could adversely affect our ability to generate sales and profit.

We cannot assure you that we will be able to respond quickly, cost-effectively or sufficiently to market conditions. Our business, financial condition and operating results may be adversely affected if we are unable to anticipate or respond quickly and economically to any developments. We may never achieve a profit from our business.

We may expand through acquisitions of, or investments in, other companies or through business relationships, all of which may divert our management’s attention, resulting in additional dilution to our stockholders and consumption of resources that are necessary to sustain our business.

We may pursue acquisition opportunities in the future. We have not made any material acquisitions to date and, therefore, our ability as an organization to make and integrate significant acquisitions is unproven. Any future acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the acquired businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business. In connection with one or more of those transactions, we may issue additional equity securities that would dilute our stockholders or incur debt on terms unfavorable to us or that we are unable to repay.

Moreover, we cannot assure you that the anticipated benefits of any acquisition, investment or business relationship would be realized or that we would not be exposed to unknown liabilities, nor can we assure you that we will be able to complete any acquisitions on favorable terms or at all.

If Naked Edge fails to develop the Veggie Go’s brand cost-effectively, our business may be adversely affected.

We believe that developing and maintaining the Veggie Go’s brand is critical to our success. The importance of the Veggie Go’s brand recognition may become greater as competitors offer more products similar to ours. Our brand-building activities involve increasing awareness of the Veggie Go’s brand, creating and maintaining brand loyalty and increasing the availability of Naked Edge’s products. If our brand-building activities are unsuccessful, we may never recover the expenses incurred in connection with these efforts, and we may be unable to implement our business strategy and increase our future sales.

Naked Edge could be subject to significant liability if the consumption of any of its products causes illness or physical harm, which would adversely affect our revenue.

The sale of food products for human consumption involves the risk of injury or illness to consumers. Such injuries or illness may result from inadvertent mislabeling, tampering or product contamination or spoilage. Under certain circumstances, Naked Edge may be required to recall or withdraw products, which may have a material adverse effect on our business. Even if a situation does not necessitate a recall or market withdrawal, product liability claims may be asserted against Naked Edge. If the consumption of any of our products causes, or is alleged to have caused, a health-related illness, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that Naked Edge products caused illness or physical harm could adversely affect its reputation with existing and potential distributors, retailers and consumers and its corporate image and brand equity. Moreover, claims or liabilities of this sort might not be covered by insurance or by any rights of indemnity or contribution that Naked Edge may have against others. A product liability judgment against Naked Edge or a product recall or market withdrawal could have a material adverse effect on our business, and operating results.

Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.

Adverse and uncertain economic conditions may impact distributor, retailer and consumer demand for Naked Edge products. In addition, our ability to manage normal commercial relationships with suppliers, contract manufacturers, distributors, retailers, consumers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns. In particular, consumers may reduce the amount of natural and organic products that they purchase where there are conventional offerings, which generally have lower retail prices. In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive. Distributors and retailers may become more conservative in response to these conditions and seek to reduce their inventories. For example, during the economic downturn from 2007 through 2009, distributors and retailers significantly reduced their inventories, and inventory levels have not returned to, and are not expected to return to, pre-downturn levels. Our results of operations depend upon, among other things, our ability to maintain and increase Naked Edge’s sales volume with its distributors and retailers, to attract new consumers and to provide products that appeal to consumers at prices they are willing and able to pay. Prolonged unfavorable economic conditions may have an adverse effect on Naked Edge’s sales and profitability, and hence our revenue and profitability.

Consumer preferences for our products are difficult to predict and may change, and, if we are unable to respond quickly to new trends, Naked Edge’s business may be adversely affected.

Our business is dependent on the successful development, manufacture, marketing and distribution of Naked Edge’s branded natural and organic food products. If consumer demand for these products decreased, our business would suffer. In addition, sales of natural and organic products are subject to evolving consumer preferences. Consumer trends that we believe favor sales of Naked Edge’s products could change based on a number of possible factors, including a shift in preference from organic to non-organic and from natural to non-natural products, a loss of confidence by consumers in what constitutes “organic,” economic factors and social trends. A significant shift in consumer demand away from Naked Edge’s products could reduce its sales or the prestige of its brand, which would effectively harm our business.

Failure to introduce new products or improve existing products successfully would adversely affect our ability to continue to grow our revenues.

A key element of Naked Edge’s revenue growth strategy depends on its ability to develop and market new products and improvements to Naked Edge’s existing products that appeal to consumer preferences. The success of innovation and product development efforts is affected by the ability to anticipate changes in consumer preferences, the technical capability of product development staff in developing and testing product prototypes, including complying with governmental regulations, and the success of management in introducing and marketing new products. Failure to develop and market new products that appeal to consumers may lead to a decrease in Naked Edge’s growth, sales and profitability, and hence, a decrease in our profitability.

Additionally, the development and introduction of new products requires substantial research, development and marketing expenditures, which Naked Edge may be unable to recoup if the new products do not gain widespread market acceptance. If Naked Edge is unsuccessful in meeting objectives with respect to new or improved products, Naked Edge’s and our business could be harmed.

Naked Edge participates in a highly competitive industry which may prevent us from generating a profit.

The natural and organic food industry is highly competitive and barriers to entry are low. Privately-backed and public companies could choose to enter our space and compete directly with us, or indirectly by offering substitute offerings. With the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and generate a profit. Many companies and individuals are engaged in the same or similar businesses.

Naked Edge’s principal competitors include organic fruit leather snack brands owned by Whole Foods (365 Organic brand), Stretch Island Fruit Co., Sun-Rype Products Ltd., Kaia Foods, Clif Bar & Company, Trader Joe’s (Fiberful Bars brand), Wacky Apple and Chef Roberts, LLC. We also compete against other fruit based snack brands owned by: Betty Crocker, Kellogg’s, Annie’s, Welch’s, Motts, Sunkist and many others.

Competition could result in reduced sales, reduced margins or the failure of Veggie Go’s to achieve or maintain more widespread market acceptance, any of which could harm our business. Some of Naked Edge’s competitors have significant advantages over us, including greater name recognition, longer operating histories, lower operating costs, pre-existing relationships with current or potential retailers and customers, greater financial, marketing and other resources. These advantages could allow Naked Edge’s competitors to respond more quickly to opportunities or changes in its markets. These competitive disadvantages could adversely affect our ability to generate sales and profit. We may never achieve a profit from our business plan.

We may not be able to successfully implement Naked Edge’s growth strategy on a timely basis or at all.

Our future success depends, in large part, on our ability to implement our growth strategy of expanding production, increasing distribution, improving placement of Naked Edge’s products, attracting new consumers to its brand and introducing new product lines and product extensions. Our ability to implement this growth strategy depends, among other things, on our ability to:

enter Naked Edge distribution and other strategic arrangements with third-party retailers and other potential distributors of Naked Edge products;

continue to compete in conventional grocery and mass merchandiser retail channels in addition to the natural and organic channel;

secure shelf space in mainstream aisles;

increase Naked Edge’s brand recognition;

expand and maintain brand loyalty; and

develop new product lines and extensions.

We may not be able to successfully implement our growth strategy. Naked Edge’s sales and operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

We may pursue acquisition opportunities in the future. Any future acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the acquired businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of Naked Edge’s business. In connection with one or more of those transactions, we may issue additional equity securities that would dilute our stockholders or incur debt on terms unfavorable to us or that we are unable to repay.

RISKS RELATED TO OUR MANAGEMENT

Our officers have other business interests and plan to devote only 3020 hours of their time per week to the development of our ~~company~~business plan, which may result in periodic interruptions, delays and even business failure.

Our officers, Joel Arberman and Brendan Vogel have other business interests, which may create conflicts of interests that could materially harm us. Each officer has indicated they plan to devote approximately 3020 hours per week to the development of our business plan. We are entirely dependent upon the efforts of our officers. If any of our officers are unable to devote sufficient time to our development, it would have a significant impact on our business and may result in our business plan to fail.

We may have to cease our operations if we lose any of our key officers.

We are heavily dependent on the management experience of Joel Arberman. If something were to happen to him, it would greatly delay our daily operations until further industry contacts could be established. If we lose his their services and cannot find a suitable replacement, we may have to cease operations. We do not have insurance covering his life. The success of our company is largely dependent on his efforts.

Naked Edge may have to cease our operations if we lose any of our significant employees.

We are heavily dependent on the experience of John McHugh and Lisa Goode McHugh. If something were to happen to either of them, it would greatly delay Naked Edge’s daily operations until further industry contacts could be established. If we lose either of their services and cannot find a suitable replacement, Naked Edge may have to cease operations. We do not have insurance covering their life. The success of Naked Edge is largely dependent on their efforts.

Our officers and directors own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general stockholders.

Our officers and directors, in the aggregate, will beneficially own approximately or have the right to vote approximately 8988.632% of our outstanding common shares. As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval including:

election of our board of directors;

removal of any of our directors;

amendment of our Articles of Incorporation or By-laws; and

adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

The interests of our officers may differ from the interests of the other stockholders, and they may influence decisions with which the other stockholders may not agree. Such decisions may be detrimental to our business plan and/or operations and they may cause the business to fail in which case you may lose your entire investment.

Our officers and directors have no meaningful accounting or financial reporting education or experience, which increases the risk of accounting errors and makes an investment in our company more speculative.

Our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree on advisors and consultants. Our officers and directors have no meaningful accounting or financial reporting education or experience. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.

We do not have a compensation committee or an audit committee, so shareholders will have to rely on the ~~independent~~outside directors to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the independent ~~members~~member of our board of directors. Until we have an audit committee, there may less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Our officers and directors have no experience in establishing and maintaining disclosure controls and procedures and internal control over financial reporting.

We have never operated as a public company. Our officers and directors have no experience establishing and maintaining disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful.

Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our prior period financial statements. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that we may be required to include in our periodic reports filed with the SEC, under Section 404 of the Sarbanes-Oxley Act. As long as we remain a smaller reporting company, we will not be required to obtain an auditor’s attestation concerning management’s report on internal control over financial reporting.

include in our periodic reports filed with the SEC, under Section 404 of the Sarbanes-Oxley Act. As long as we remain a smaller reporting company, we will not be required to obtain an auditor’s attestation concerning management’s report on internal control over financial reporting.

Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock.

In order to develop and subsequently maintain effective disclosure controls and procedures and internal control over financial reporting, we will need to expend significant resources and provide significant management oversight. We have a substantial effort ahead of us to implement appropriate processes, document our system of internal control over relevant processes, assess their design, remediate any deficiencies identified and test their operation. As a result, management’s attention may be diverted from other business concerns, which could harm our business, operating results and financial condition. These efforts will also involve substantial accounting-related costs.

We plan to comply with all of the various rules and regulations, which are required for a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

~~RISKS RELATED TO OUR INDUSTRY~~10

Evolving regulations concerning data privacy may restrict our ability to solicit, collect, process and use data necessary to conduct email campaigns or to analyze the results or may increase their costs, which could harm our business.

Federal, state and foreign governments have enacted, and may in the future enact, laws and regulations concerning the solicitation, collection, processing or use of consumers’ personal information. Such laws and regulations may require companies to implement privacy and security policies, permit users to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personal information for certain purposes. Other proposed legislation could, if enacted, prohibit the use of certain technologies that track individuals’ activities on web pages or that record when individuals click through to an Internet address contained in an email message. Such laws and regulations could restrict our customers’ ability to collect and use email addresses, page viewing data, and personal information, which may reduce demand for our products. They may also negatively impact our ability to effectively market our products.

As Internet commerce develops, federal, state and foreign governments may adopt new laws to regulate Internet commerce, which may negatively affect our business.

As Internet commerce continues to evolve, increasing regulation by federal, state or foreign governments becomes more likely. Our business could be negatively impacted by the application of existing laws and regulations or the enactment of new laws applicable to email communications. The cost to comply with such laws or regulations could be significant and would increase our operating expenses, and we may be unable to pass along those costs to our customers. In addition, federal, state and foreign governmental or regulatory agencies may decide to impose taxes on services provided over the Internet or via email. Such taxes could discourage the use of the Internet and email as a means of commercial marketing and communications, which would adversely affect the viability of our services.

RISKS RELATED TO OUR SYSTEMS

Any significant disruption in service on our website or in our computer systems, or in our customer support services, could result in an interruption of our ability to generate sales.

We depend on the efficient and uninterrupted operations of our third-party data centers and hardware systems. The data centers and hardware systems are vulnerable to damage from earthquakes, tornados, hurricanes, fire, floods, power loss, telecommunications failures and similar events. If any of these events results in damage to our third-party data centers or systems, we may be unable to generate sales until the damage is repaired. In addition, we may incur substantial costs in repairing any damage.

We provide products and services for sale to our website visitors through our proprietary technology. The satisfactory performance, reliability and availability of the technology and the underlying network infrastructure are critical to our operations, level of client service, reputation and ability to attract and retain clients.

Our production system hardware and the disaster recovery operations for our production system hardware are co-located in third-party hosting facilities. Our operations depend on their ability to protect their and our systems in their facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts and similar events.

None of the companies who host our systems guarantee that our customers’ access to our products will be uninterrupted, error-free or secure. In the event that our arrangements with third-party data centers are terminated, or there is a lapse of service or damage to their facilities, we could experience interruptions in our service as well as delays and additional expense in arranging new facilities. We have experienced periodic interruptions, affecting all or a portion of our systems, which we believe will continue to occur from time to time. We are not aware of any loss of customers due to material service interruptions. However any systems damage or interruption that impairs our ability to accept and fill client orders could result in an immediate loss of revenue to us, and could cause some clients to purchase services offered by our competitors. In addition, frequent systems failures could harm our reputation.

Some factors that could lead to interruptions in customer service include: operator negligence; improper operation by, or supervision of, employees; physical and electronic break-ins; misappropriation; computer viruses and similar events; power loss; computer systems failures; and Internet and telecommunications failures. We do not carry sufficient business interruption insurance to fully compensate us for losses that may occur.

These factors could damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause customers to cancel their accounts, any of which could adversely affect our business, financial condition and results of operations.

We do not have a disaster recovery system, which could lead to service interruptions and result in a loss of customers.

We make daily back-ups of our software and databases, but we do not have any disaster recovery systems. In the event of a disaster in which our software or hardware are irreparably damaged or destroyed, we would experience interruptions in access to our services. Any or all of these events could cause our customers to lose access to our products.

We do not currently have any general liability insurance to protect us in case of customer or other claims.

We do not have any general liability insurance to cover any potential claims to which we are exposed. Any imposition of liability would increase our operating losses and reduce our net worth and working capital.

A rapid expansion of our network and systems could cause our network or systems to fail or cause our network to lose data.

In the future, we may need to expand our network and systems at a more rapid pace than we have in the past. We may suddenly require additional bandwidth for which we have not adequately planned. We may secure an extremely large customer, group of customers, or experience demands for growth by an existing customer or set of customers that would require significant system resources. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional unanticipated expenses to accommodate such capacity constraints. In addition, we may lose valuable data or our network may temporarily shut down if we fail to expand our network to meet future requirements. Any disruption in our network processing or loss of data may damage our reputation and result in the loss of customers.

If we are unable to protect the confidentiality of our unpatented proprietary information, processes and know-how and our trade secrets, the value of our technology and services could be adversely affected.

We rely upon unpatented proprietary technology, processes and know-how and trade secrets. Any unauthorized disclosure or dissemination of our proprietary technology, processes and know-how or our trade secrets, whether by breach of a confidentiality agreement or otherwise, may cause irreparable harm to our business, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise be independently developed by our competitors or other third parties. If we are unable to protect the confidentiality of our proprietary information, processes and know-how or our trade secrets are disclosed, the value of our technology and services could be adversely affected, which could negatively impact our business, financial condition and results of operations.

Because we have not filed for patent protection of our technologies, we face the risk of our technologies being inadequately protected.

We have not applied for patent protection of our technologies or processes with the US Patent and Trademark Office; if we fail to do so, we may be unable to adequately protect our intellectual property, especially if the designs and materials used in our products are replicated by our competitors. Further, even if we file for patent protection, there is no assurance that it will be approved by the US Patent and Trademark Office.

If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties may assert patent and other

intellectual property infringement claims against us in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

divert management’s attention;

result in costly and time-consuming litigation;

require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all;

in the case of open source software-related claims, require us to release our software code under the terms of an open source license; or

require us to redesign our software and services to avoid infringement.

As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. In addition, many of our agreements with our channel partners require us to indemnify them for third-party intellectual property infringement claims, which would increase the cost to us resulting from an adverse ruling on any such claim. Even if we have not infringed any third parties’ intellectual property rights, we cannot be sure our legal defenses will be successful, and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.

If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be severely harmed, we may be exposed to liability and we may lose the ability to offer our customers a credit card payment option.

Our system stores our customers’ proprietary email distribution lists and other critical data. Any accidental or willful security breaches or other unauthorized access could expose us to liability for the loss of such information, adverse regulatory action by federal and state governments, time-consuming and expensive litigation and other possible liabilities as well as negative publicity, which could severely damage our reputation. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, and we could lose customers and fail to acquire new customers.

RISKS RELATED TO OUR SECURITIES

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our common stock.

We have historically relied on outside financing ~~and cash from operations~~ to fund our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to:

Fund our operations;

Respond to competitive pressures;

Take advantage of strategic opportunities, including more rapid expansion of our business or the ~~Acquisition~~acquisition of complementary products, technologies or businesses; and

Develop new products or enhancements to existing products.

We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

Our quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.

Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

general economic conditions;

changes in our pricing policies;

our ability to expand our business;

the effectiveness of our personnel;

new product and service introductions;

technical difficulties or interruptions in our services;

the timing of additional investments in our hardware and software systems;

regulatory compliance costs;

costs associated with future acquisitions of technologies and businesses; and

extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to existing common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our common or preferred stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock or other preferred stockholders and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock or existing preferred shares.

Preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock and preferred stock.

Our common stock is considered a penny stock, which would be subject to restrictions on marketability. These rules may affect your ability to resell your shares.

We are subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

The market price of our shares would decline if our restricted shareholders sell a large number of shares.

A substantial number of our shares of common stock are restricted securities under Rule 144 of the Securities Act of 1933. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. These restrictions do not apply to resales under Rule 144(b)(1)(i). The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

You may have limited access to information regarding our business and our securities would not be eligible for quotation on the OTC Bulletin Board, if our obligations to file periodic reports with the SEC is automatically suspended under certain circumstances.

In the future, Section 15(d) reporting requirements would be automatically suspended for any fiscal year, except for the fiscal year in which such registration statement becomes effective, if, at the beginning of the fiscal year, we have has fewer than 300 shareholders. We currently have fewer than 300 shareholders. If we continue to have fewer than 300 shareholders, we will be exempt from the filing requirements as required pursuant to Section 13 of the Securities Exchange Act and will not be required to file any periodic reports, including Form 10Q and 10K filings, with the SEC subsequent to the Form 10K required for the fiscal year in which our registration statement is effective.

Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We intend to file a Form 8-A promptly after this registration statement becomes effective to register our common stock under Section 12(g) of the Exchange Act, but there can be no assurance we will do so. We also intend to file a Form 8-A in the event we are automatically suspended from the Section 15(d) reporting requirements to voluntarily subject ourselves to the reporting requirements and so that we can be eligible for quotation on the OTC Bulletin Board.

If we cease filing periodic reports for any reason, investors would have very limited access to information about our business and we would not be eligible to be quoted on the OTC Bulletin Board, which may reduce the value of your shares and also affect your ability to sell your shares.

We have no plans to pay dividends on our common shares, leaving our investors with no income for the foreseeable future.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. You should not buy our stock if you anticipate any income from dividends.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to opt out of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

For all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None

ITEM 2.

PROPERTIES

Properties

Our principal executive office is located in ~~Boynton~~Delray Beach, Florida. Office space is ~~at the home of our Chief Executive Officer and~~ provided at no cost to us. We believe that additional space may be required as our business expands and believe that we can obtain suitable space as needed.

The Naked Edge subsidiary is located in Suite 900 at the Valmont Tech Center, 2825 Wilderness Place in Boulder, Colorado. Naked Edge occupies approximately 1,511 square feet which costs approximately $1,901 per month. The lease expires on September 30, 2015. We believe that additional space may be required as our business expands and believe that we can obtain suitable space as needed.

ITEM 3.

LEGAL PROCEEDINGS

We are not aware of any litigation or threatened litigation of a material nature.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the Over-the-Counter Bulletin Board (“the OTC-BB” or “BB”) under the symbol “MSGO.” Prior to April 5, 2012, our common shares were not quoted or traded on any electronic or other trading system and there was no public market for our common shares. The market for our common shares is limited and can be volatile. ~~During the period of April 5, 2012 to June 15, 2012, our common stock had a low and high bid price of $0.18 and $0.35, respectively.~~

The following table set forth below lists the range of high and low bids for our common stock for each fiscal quarter since April 5, 2012, which is the date that we commenced trading. The prices in the table reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.


		High				Low
		Bid		Ask		Bid		Ask

2012	1st Quarter	$	(1)	$	(1)	$	(1)	$	(1)
	2nd Quarter	$	(1)	$	(1)	$	(1)	$	(1)
	3rd Quarter	$	(1)	$	(1)	$	(1)	$	(1)
	4th Quarter	$	(1)	$	(1)	$	(1)	$	(1)

2013	1st Quarter	$	(1)	$	(1)	$	(1)	$	(1)
	2nd Quarter	$	(1)	$	(1)	$	(1)	$	(1)

———————

(1)

Reflects that no priced bids or asks were calculated because there was not a minimum of 2 two-sided quotes for our common stock.

Holders

As of ~~March~~July 315, ~~2012~~2013, we have a total of 60,~~240~~573,~~000~~332 shares of common stock outstanding, held of record by approximately 4648 shareholders. We do not have any shares of preferred stock outstanding.

Dividends

No cash dividends have been declared or paid on our common stock to date. No restrictions limit our ability to pay dividends on our common stock. The payment of cash dividends in the future, if any, will be contingent upon our company's revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends is within the discretion of our board of directors.

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	240,000	$ 0.10	9,760,000
Equity compensation plans not approved by security holders	0	0	0
Total	240,000	$ 0.10	9,760,000

Equity Compensation Plan Information

We have reserved 10,000,000 shares of common stock pursuant to our 2011 Stock Incentive Plan enacted for the benefit of our directors, officers, employees and consultants. As of March 31, 2012, 240,000 stock options were outstanding pursuant to that plan.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		500,000	$	0.10		9,500,000
Equity compensation plans not approved by security holders		0		0		0
Total		500,000	$	0.10		9,500,000

We have reserved 10,000,000 shares of common stock pursuant to our 2011 Stock Incentive Plan enacted for the benefit of our directors, officers, employees and consultants. As of March 31, 2013, 500,000 stock options were outstanding pursuant to that plan.

Penny Stock Regulations and Restrictions on Marketability

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities.

Recent Sales of Unregistered Securities

During the period covered by this report, our Company has sold the following securities without registering the securities under the Securities Act:

14Securities issued for services

Securities issued for cash


Date		Security

November 2012		Common stock – 1,000,000 shares of common stock for $100,000 of services.

Date		Security
June 2011		Common stock – 180,000 shares of common stock for aggregate proceeds of $18,000.

Securities issued pursuant to our Employee Stock Plan

Date		Security
May 2011		Stock options - 600,000 shares of common stock at $0.0167 per share.
April 2012		Stock options - 500,000 shares of common stock at $0.10 per share.
January 2012		Stock options - 256,000 shares of common stock at $0.10 per share.

No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions. These persons were the only offerees in connection with these transactions. We relied on Section 4(2) and Rule 506 of Regulation D of the Securities Act since the transaction does not involve any public offering.

Stock Transfer Agent

We have retained Interwest Transfer Company, Inc. to serve as our stock transfer agent. Interwest Transfer Company, Inc. is located at 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117. Mailing address: P.O. Box 17136, Salt Lake City, UT 84117. Phone: (801) 272-9294. Fax: (801) 277-3147.

ITEM 6.

SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7.

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

Except for the historical information contained in this report on Form 10-K, the matters discussed herein are forward-looking statements. Words such as “anticipates,” “believes,” “expects,” “future,” and “intends,” and similar expressions are used to identify forward-looking statements. These and other statements regarding matters that are not historical are forward-looking statements. These matters involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation those discussed below as well as those discussed elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Background Overview

Mister Goody, Inc. (“the “Company”) is a Florida corporation that was incorporated on March 1, 2011 ~~under~~to ~~the~~develop ~~laws~~an online marketplace and cause-marketing services designed to help businesses increase their brand awareness and sales. Due to a lack of sufficient revenue that resulted from this business plan, on August 24, 2012, the ~~State~~Company’s Board of ~~Florida. We~~Directors ~~provide~~determined ~~businesses~~that ~~with~~it ~~access~~was in the Company’s stockholders best interest to ~~independent~~refocus ~~freelancers~~the ~~who~~business ~~provide~~activities in a ~~wide~~manner ~~array~~which ofcould ~~creative,~~more ~~marketing~~fully enhance stockholder value. The Company decided to no longer pursue their online marketplace and ~~technology~~cause-marketing services, atand ~~fixed~~it ~~rates~~ceased all of its operations with respect thereto. ~~The~~On ~~independent~~August ~~freelancers~~24, ~~specialize~~2012, inthe ~~social~~Company ~~media~~acquired ~~marketing~~50% of the common units of The Naked Edge, ~~search~~LLC ~~engine~~(“Naked ~~optimization~~Edge”), ~~Internet~~a ~~marketing~~Colorado limited liability company, ~~content~~along ~~creation~~with an option to acquire 33.33% of Naked Edge preferred units for $85,000 ~~website~~on ~~development~~or before August 24, 2013 (“Option”). The common units provided the Company with 50% of the voting rights and ~~public~~20% ~~relations~~of ~~among~~the ~~other~~economic ~~services~~rights of Naked Edge. ~~This~~On ~~on-demand~~April ~~workforce~~9, ~~allows~~2013, ~~businesses~~the toCompany ~~have~~exercised ~~services~~its ~~completed~~Option ~~when~~and ~~they~~acquired ~~are~~33.33% ~~needed~~of the preferred units. As a result of this acquisition, ~~saving~~the ~~time~~Company now owns 50% of the Common Ownership Interests and ~~money~~33.33% ~~Mister~~of ~~Goody~~the ~~retains~~Preferred aOwnership ~~fee~~Interests ~~for~~of ~~each~~The ~~successful~~Naked ~~transaction~~Edge, ~~between~~which ~~client~~equates to 50% of the voting rights and ~~freelancer~~40% of the economic rights of Naked Edge. The Company’s primary business plan is to provide management consulting services to Naked Edge, which is the Company’s sole client.

We may pursue additional acquisition opportunities in the future. We have made only one material acquisition to date and, therefore, our ability as an organization to make and integrate significant acquisitions remains unproven. Any future acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the acquired businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business. In connection with one or more of those transactions, we may issue additional equity securities that would dilute our stockholders or incur debt on terms unfavorable to us or that we are unable to repay.

Results of Operations

For the year ended March 31, 2013:

Revenues. We generated $0 in revenues.

Operating Expenses. Our operating expenses consisted of $252,032 of general and administrative expenses and $15,397 of management services expenses. $140,191 of our expenses was non-cash stock-based compensation. During the second quarter of fiscal year ending March 31, 2013, it was determined that Joel Arberman and Brendan Vogel would no longer receive monthly management fees.

Equity in Losses of Unconsolidated Affiliate: We incurred losses on our equity investment in Naked Edge of $19,537.

Net Loss. We had a net loss of $286,966 which $140,191 was non-cash stock-based compensation.

We expect to considerably increase our operating expenses in the future.

For the year ended March 31, 2012:

Revenues. We generated $5,246 in revenues. Mister Goody provides businesses with access to independent freelancers who provide a wide array of creative, marketing and technology services, at fixed rates. Mister Goody retains a fee for each successful transaction between client and freelancer.

Operating Expenses. Our operating expenses consisted of $81,625 of general and administrative expenses and $116,238 of management services expenses. $4,813 of our expenses was non-cash stock-based compensation.

Net Loss. We had a net loss of $192,617of which $4,813 was non-cash stock-based compensation.

We expect to considerably increase our operating expenses in the future, particularly expenses in sales and marketing to further promote the Mister Goody brand and services offered in our online marketplace.

From inception on March 1, 2011 to March 31, 2011:

Revenues. We generated $0 in revenues.

Operating Expenses. Our operating expenses consisted of $776,~~106~~379 of general and administrative expenses and $5116,~~590~~238 of management services expenses. $34,~~934~~813 of our expenses ~~were~~was non-cash stock-based compensation.

~~Net~~Equity ~~Loss.~~in WeLosses ~~had a net loss~~ of ~~$12,606~~Unconsolidated ofAffiliate: ~~which $3,934 was non-cash stock-based compensation~~None.

Net Loss. We had a net loss of $192,617 which $4,813 was non-cash stock-based compensation.

Liquidity and Capital Resources

Our balance sheet as of March 31, ~~2012~~2013 reflects cash assets of $~~133,804~~0 compared to $~~301~~133,~~128~~804, at March 31, ~~2011~~2012. At March 31, ~~2012~~2013 there was $2065,863 in other assets and $281,~~500~~314 in liabilities compared to no$20 in other assets and no$2,500 in liabilities at March 31, ~~2011~~2012. ~~Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.~~

Our cash primarily came from the issuance of shares in 2011 private placements ~~which closed on March 8, 2011~~ in which we raised $~~309~~327,800~~. Additionally,~~ onand ~~June~~from ~~15, 2011~~ the ~~Company~~issuance ~~issued 180,000 shares~~ of ~~common~~a ~~stock~~convertible atnote ~~$0.10~~in ~~per~~April ~~share~~2013 in ~~exchange~~which ~~for~~we ~~consideration~~raised of $18250,000.

InOn ~~the~~August ~~future~~24, 2012, we ~~plan~~completed tothe ~~try~~purchase ~~and~~of ~~raise~~50% ~~additional~~of ~~capital~~The ~~through~~Naked ~~the~~Edge, ~~issuance~~LLC of(“Naked ~~additional~~Edge”) ~~common~~Common ~~shares~~Units orfor ~~preferred shares~~$65,000. IfAt that time, we ~~issue~~also ~~additional~~received ~~common~~an ~~shares,~~option ~~our~~to ~~then-existing~~acquire ~~shareholders~~33.33% ~~may~~of ~~face~~Naked ~~substantial~~Edge ~~dilution.~~Preferred IfUnits wefor ~~issue~~$85,000 ~~preferred~~on ~~shares~~or before August 24, we2013 ~~would~~(“Option”). beWe ~~obligated~~exercised tothe ~~pay~~Option for a ~~substantial~~total ~~amount~~ of ~~interest~~$65,000 ~~which~~during ~~would~~March ~~reduce~~and ~~our~~April ~~cash~~2013. ~~available~~The ~~for~~Common ~~working~~Units ~~capital,~~provide ~~property~~the ~~acquisitions~~Company ~~and~~with ~~renovations.~~50% Inof ~~addition,~~the ~~holders~~voting rights and 20% of ~~preferred~~the ~~shares~~economic ~~would~~rights beof ~~entitled~~Naked toEdge beand ~~paid~~the ~~out~~Preferred ofUnits ~~any~~provide ~~assets~~us wewith ~~have~~an inadditional 20% of the ~~event~~economic rights of ~~any~~Naked ~~liquidation~~Edge. We recorded $19,537 ~~dissolution~~of ornet ~~winding~~equity upin losses of ~~the~~our ~~corporation,~~unconsolidated ~~before~~subsidiary ~~the~~Naked ~~holders~~Edge ofduring ~~common~~the ~~share~~twelve ~~would~~months beended ~~paid~~March ~~anything~~31, 2013.

~~Currently,~~Over wethe donext ~~not~~12 ~~have~~months, ~~any~~we ~~arrangements~~anticipate ~~for~~needing ~~any~~approximately ~~financing~~$65,000 ~~whether~~for itaccounting, islegal, ~~through~~interest ~~the~~payments ~~sale of common shares or the sale of preferred stock or any other method of financing,~~ and weworking ~~can~~capital. ~~provide~~We ~~no assurances to investors that we~~ will beutilize ~~able~~the ~~to obtain any financing when required. The only~~ cash currently ~~available~~held toby ~~us is~~ the ~~cash~~company into ~~our~~pay ~~bank~~such ~~account~~expenses. ~~We have no other sources of capital.~~

Since January 1, 2013, we have been spending approximately $5,000 per month to support our current level of operations. The expenses include costs of, legal, accounting and other expenses associated with the daily operations of our business.

In the future, we plan to try and raise additional capital through the issuance of additional shares of common stock or preferred stock. If we issue additional shares of common stock in the future, our then-existing shareholders may face substantial dilution. If we issue preferred stock, we would be obligated to pay a substantial amount of interest which would reduce our cash available for working capital. In addition, holders of preferred stock would be entitled to be paid out of any assets we have in the event of any liquidation, dissolution or winding up of the corporation, before the holders of common stock would be paid anything.

Currently, we do not have any arrangements for any financing, whether it be through the sale of common stock or preferred stock or any other method of financing, and we can provide no assurances to investors that we will be able to obtain any financing when required. The only cash currently available to us is the cash in our bank account. We have no other sources of capital.

No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and financial condition. Our failure to raise additional funds if needed in the future will adversely affect our business operations, which may require us to suspend our operations and lead you to lose your entire investment.

It is likely that our operating losses will increase in the future and it is very possible we will never achieve or sustain profitability. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall or other unanticipated changes in our industry. Any failure by us to accurately make predictions would have a material adverse effect on our business, results of operations and financial condition.

Since April 1, 2011, we have been spending approximately $17,000 per month to support our current level of operations. The expenses include costs of our management, marketing, software development, legal, accounting and other expenses associated with the daily operations of our business.

Over the next 12 months, we anticipate needing at least $110,000 for sales, marketing and for other operating expenses. We will utilize the cash currently held by the company to pay such expenses.

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Financial Statements. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

New Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements included in this annual report under this item are set forth beginning on Page F-1 of this Annual Report, immediately following the signature ~~pages~~page.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Co-Principal Executive Officers and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2012. Based on this evaluation, the Company’s Principal Executive Officers and Principal Financial Officer concluded that, as of March 31, 2012 the Company’s disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s Principal Executive Officers and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~This~~As ~~annual~~of ~~report~~the ~~does~~end ~~not~~of ~~include~~the aperiod covered by this report, our Company evaluated the effectiveness and design and operation of ~~management~~its disclosure controls and procedures. Our Company’s ~~assessment~~disclosure ~~regarding~~controls ~~internal~~and ~~control~~procedures ~~over~~are ~~financial~~the ~~reporting~~controls orand another ~~attestation~~procedures ~~report~~that ofwe designed to ensure that our ~~company’s~~Company ~~registered~~records, ~~public~~processes, ~~accounting~~summarizes, ~~firm~~and ~~due~~reports toin a ~~transition~~timely ~~period~~manner ~~established~~the byinformation ~~rules~~that ofit must disclose in reports that our Company files with or submits to the Securities and Exchange Commission. ~~for~~Our ~~newly~~principal ~~public~~executive ~~companies~~officer and principal financial officer reviewed and participated in this evaluation. Based on this evaluation, our Company made the determination that its disclosure controls and procedures were ineffective.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, management has concluded that our internal control over financial reporting was ineffective as of March 31, 2013.

The Company's internal control over financial reporting includes policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) 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.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and controls may become inadequate if conditions change. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s attestation in this annual report.

Changes in Company Internal Controls

No change in our Company’s internal control over financial reporting occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

Not Applicable.

1720

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identity of directors, executive officers and significant employees

Name	Age	Title	~~Held Position Since~~	Held Position Since
Joel Arberman	3940	Chairman of the Board, Chief Executive Officer, Principal Accounting Officer, Secretary	~~March, 2011~~	March, 2011
Brendan Vogel	4243	Vice President of Business Development	~~March, 2011~~	March, 2011
Fred Sager	5960	Director	~~March, 2011~~	March, 2011

Business experience of directors, executive officers, and significant employees

Joel Arberman has been Chairman of the board of directors and Chief Executive Officer since March 2011.

Since March 2010, Mr. Arberman has been the managing member of Advertising Expert, LLC, an Internet marketing company, which assists clients in advertising, marketing, lead generation and search engine optimization. He is responsible for all aspects of the business. Since March 2010, Mr. Arberman has also been a managing member of Public Financial Services, LLC, a financial consulting company which assists clients in becoming a reporting issuer and publicly traded. He is responsible for all aspects of the business.

From October 2008 until April 2010, Mr. Arberman was Executive Vice President of Business Development and Marketing of Ekstein Development, LLC, a real estate investment firm with diverse business interests, where he was responsible for business development, marketing, lead generation and search engine optimization. From April 2008 until October 2008, Mr. Arberman was Senior Vice President of Remediation Capital Funding, LLC, a commercial mortgage lender specializing in environmentally contaminated real estate, where he was responsible for business development, loan analysis and structuring.

Prior to April 2008, Mr. Arberman was principally an independent corporate finance, business development consultant and entrepreneur. Prior to 1998, he was a partner and Internet analyst at Yorkton Securities, Inc., an investment banking firm, equity analyst at SunAmerica Asset Management, an asset management company and junior analyst at First Investors Management Corporation, an asset management company.

Mr. Arberman holds a B.S. degree in Business Administration with a concentration in finance and marketing and a minor in economics from the State University of New York, at Albany.

Mr. Arbermans’ qualifications to serve on our board of directors include his knowledge of our company and his years of experience in management, sales, marketing, business development and finance.

Brendan Vogel has been Vice President of Business Development since June 2012. He was Vice President of Merchant Relations from March 2011 until June 2012. Since January 2006, Mr. Vogel has been Vice President of Business Development at Intellicomp, adistribution company, where he is responsible for product acquisition and vendor relations. At Intellicomp, Mr. Vogel co-founded Froobi.com, an online business focused on selling a wide range of discounted products, where he was responsible for product acquisition and vendor relations until the business was sold in late 2010. Mr. Vogel continues to represent Intellicomp by developing retail distribution for SeaSnax, a seaweed based snack food.

Mr. Vogel has a B.A. degree in American History from San Francisco State University.

Fred Sager has been a director since March 2011. Mr. Sager has been a Registered Investment Advisor for Northeast Securities, Inc., a NASD member brokerage firm, since 1997. From September 2007 to December 2008, Mr. Sager was the Managing Partner of The Amber Fund, a private investment fund. Mr. Sagers qualifications to serve on our board of directors include his knowledge of our company, business and finance.

Audit Committee

Our Company does not have a separately designated standing audit committee in place; our Company’s entire board of directors has served, and currently serves, in that capacity. This is due to the small number of executive officers involved with the Company and the fact that the Company operates with few employees. Our board of directors will continue to evaluate, from time to time, whether a separately designated standing audit committee should be put in place. We do not have an audit committee financial expert as that term is defined by the rules promulgated by the Securities and Exchange Commission. We currently have limited working capital and limited revenues. Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee. If we are able to generate sufficient revenues in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.

promulgated by the Securities and Exchange Commission. We currently have limited working capital and limited revenues. Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee. If we are able to generate sufficient revenues in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.

Code of Ethics

Our Company has a Code of Ethics that applies to all of the Company’s employees, including its executive officers and board of directors. A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to our Form S-1 filed on June 16, 2011. Any person desiring a copy of the Code of Business Conduct and Ethics, can obtain one by going to www.sec.gov and looking at the attachments to our form S-1. Additionally, our Code of Ethics is posted on our Company website located at http://www.MisterGoody.com. Our Company intends to disclose any changes in or waivers from its Code of Ethics by posting such information on its website.

Nominating Committee

Our Board of Directors does not have a nominating committee. This is due to our development stage and smaller sized Board of Directors. Instead of having such a committee, our entire Board of Directors historically has searched for and evaluated qualified individuals to become nominees for membership on our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

To the best of our knowledge, no officer, director and/or beneficial owner of more than 10% of our Common Stock, failed to file reports as required by Section 16(a) of the Exchange Act during the period covered by this report.

ITEM 11. EXECUTIVE COMPENSATION

~~EXECUTIVE~~The ~~COMPENSATION~~table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for the fiscal year ended March 31, 2013 and 2012.

~~The~~Summary ~~table~~Compensation ~~below summarizes all compensation awarded to, earned by, or paid to our named executive officers for the fiscal year ended March 31, 2012 and 2011.~~Table

Summary Compensation Table


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(i)	(j)

Joel Arberman (1) (2) CEO, Director	2013 2012	15,000 30,000	0 0	0 0	0 0	0 0	15,000 30,000

Brendan Vogel (1) (2) Vice President of Business Development	2013 2012	15,000 30,000	0 0	0 0	0 0	0 0	15,000 30,000

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	All Other Compensation ($) (i)	Total ($) (j)
Joel Arberman CEO, Director(1)	2012 2011	30,000 2,500	0 0	0 0	0 0	0 0	30,000 2,500
Brendan Vogel Vice President of Business Development	2012 2011	30,000 300	0 0	0 0	0 0	0 0	30,000 300

———————

(1)

Pursuant to a consulting agreement, Mr Arberman receives a base salary of $2,500 per month.

(2)

Pursuant to a consulting agreement, Mr Vogel receives a base salary of $2,500 per month.

At(3) no time during the last fiscal year was any outstanding option otherwise modified or re-priced, and there was no tandem feature, reload feature, or tax-reimbursement feature associated with any of the stock options we granted to our executive officers or otherwise.

WeAs ~~grant stock awards and stock options to our executive officers based on their level~~ of ~~experience~~August ~~and~~1, ~~contributions~~2012, ~~to our Company~~Mr. ~~The~~Arberman ~~aggregate fair value of awards~~ and ~~options~~Mr. ~~are~~Vogel ~~computed~~do innot ~~accordance~~receive ~~with~~a ~~FASB~~base ~~ASC 718 and are reported in the Summary Compensation Table above in the columns (e) and (f)~~salary.

At no time during the last fiscal year was any outstanding option otherwise modified or re-priced, and there was no tandem feature, reload feature, or tax-reimbursement feature associated with any of the stock options we granted to our executive officers or otherwise.22

AsWe grant stock awards and stock options to our executive officers based on their level of ~~March~~experience ~~31,~~and ~~2012,~~contributions weto ~~have~~our ~~granted~~Company. ~~240,000~~The ~~stock~~aggregate fair value of awards and options toare ~~several~~computed ~~sales~~in ~~consultants~~accordance ~~under~~with ~~our~~FASB ~~2011~~ASC ~~Employee~~718 ~~Stock~~and ~~Plan~~are reported in the Summary Compensation Table above in the columns (e) and (f).

~~Compensation~~At no time during the last fiscal year was any outstanding option otherwise modified or re-priced, and there was no tandem feature, reload feature, or tax-reimbursement feature associated with any of ~~Directors~~the stock options we granted to our executive officers or otherwise.

NoAs ~~person received any compensation for their service as a director~~ of ~~our~~March ~~Company~~31, ~~during~~2013, ~~our~~we ~~last~~have ~~completed~~granted ~~fiscal~~500,000 ~~year.~~stock Nooptions ~~arrangements~~to ~~are~~several ~~presently~~sales inconsultants ~~place~~under ~~regarding~~our ~~compensation~~2011 toEmployee ~~directors~~Stock ~~for their services as directors~~Plan.

19Compensation of Directors

~~Compensation~~No ~~Committee~~person received any compensation for their service as a director of our Company during our last completed fiscal year. No arrangements are presently in place regarding compensation to directors for their services as directors.

~~Our~~Compensation Board of Directors currently has no standing compensation committee or committee performing similar functions. This is due to the small number of executive officers involved with the Company, and the fact that the Company operates with few employees. The Company’s entire board of directors currently participates in the consideration of executive officer and director compensation. Our board of directors will continue to evaluate, from time to time, whether it should appoint a standing compensation committee.Committee

~~Compensation~~Our ~~Policies~~Board of Directors currently has no standing compensation committee or committee performing similar functions. This is due to the small number of executive officers involved with the Company, and ~~Practices~~the Asfact ~~They~~that ~~Relate~~the ToCompany operates with few employees. The Company’s entire board of directors currently participates in the consideration of executive officer and director compensation. Our ~~Risk~~board ~~Management~~of directors will continue to evaluate, from time to time, whether it should appoint a standing compensation committee.

NoCompensation ~~risks~~Policies ~~arise from our Company’s compensation policies~~ and ~~practices~~Practices ~~for~~As ~~our~~They ~~employees~~Relate ~~that~~To ~~are~~Our ~~reasonably~~Risk ~~likely to have a material adverse effect on our Company.~~Management

No risks arise from our Company’s compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on our Company.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of ~~June~~July 3010, ~~2012~~2013, the names, addresses, amount and nature of beneficial ownership and percent of such ownership of our common stock of each of our officers and directors, our officers and directors as a group, and each person or group known to our Company to be the beneficial owner of more than five percent (5%) of our common stock:

Security Ownership of Management

Name and Address (1)	~~Amount and Nature of Beneficial Ownership (2)~~	Amount and Nature of Beneficial Ownership (2)	% Owned (3) (4)
Joel Arberman CEO and Chairman of the Board		30,000,000 ~~(5)~~	49.53%	~~50.22%~~
Brendan Vogel Vice President of Business Development		5,500,000	9.08%	~~9.21%~~
Fred Sager Director		18,000,000	29.72%	~~30.13%~~
Officers and Directors as a group (4 persons)		53,500,000	88.32%	~~89.6%~~

———————

(1)

In care of our Company at ~~7877~~14762 ~~Emerald~~Wildflower ~~Winds Circle~~Lane, ~~Boynton~~Delray Beach, Florida ~~33473~~33446.

(2)

To our best knowledge, as of the date hereof, such holders had the sole voting and investment power with respect to the voting securities beneficially owned by them, unless otherwise indicated herein. Includes the person's right to obtain additional shares of common stock within 60 days from ~~June~~July 3010, ~~2012~~2013.

(3)

Based on 5960,~~740~~573,~~000~~331 shares of common stock outstanding on ~~June~~July 3010, ~~2012~~2013. Does not include shares underlying: (i) options to purchase shares of our common stock and (ii) outstanding warrants to purchase shares of our common stock (iii) and 2,500,000 shares which could be issued pursuant to the possible conversion of a convertible note.

(4)

If a person listed on this table has the right to obtain additional shares of common stock within 60 days from ~~June~~July 3010, ~~2012~~2013, the additional shares are deemed to be outstanding for the purpose of computing the percentage of class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of any other person.

(5)

Consists of 30,000,000 shares of common stock held by Pensar Ventures, LLC for which Joel Arberman exercises sole voting and investment power.

Change in Control Arrangements

We are not aware of any arrangements that could result in a change of control.

Securities Authorized for Issuance under Equity Compensation Plans

Information regarding our compensation plans under which our equity securities are authorized for issuance can be found in Part II –Item 5 of this report.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

WeOn doNovember ~~not~~26, 2012 we entered into unsecured promissory notes with each of Joel Arberman, an officer and director of our Company and Fred Sager, a director of our Company. Mr. Arberman and Mr. Sager each loaned the Company $10,000, with no interest or prepayment penalty and a due date of March 31, 2013. The purpose of the loan was to provide for our working capital needs. We have ~~any~~no ~~related~~agreement ~~transactions~~to borrow additional funds from these persons.

WeOn doMarch ~~not~~22, ~~have~~2013, awe ~~formal~~entered ~~written~~into ~~policy~~unsecured ~~for~~promissory ~~review~~notes with each of Joel Arberman, an officer and ~~approval~~director of ~~“related-person~~our ~~transactions”~~Company and Brendan Vogel, an officer of our Company. ~~Our~~Mr. ~~independent~~Arberman ~~board~~loaned ~~members~~our ~~are~~Company ~~responsible~~$10,400 ~~for~~and ~~review~~Mr. Vogel loaned our Company $10,000, ~~approval~~with no interest or prepayment penalty and ~~ratification~~a due date of ~~“related-person~~May ~~transactions”~~31, ~~between~~2013. usThe ~~and~~purpose ~~any~~of ~~related~~the ~~person~~loan was to provide for our working capital needs. We have no agreement to borrow additional funds from these persons.

On April 9, 2013, we repaid the $10,400 Arberman Promissory Note dated March 22, 2013, the $10,000 Vogel Promissory Note dated March 22, 2013, the $10,000 Sager Promissory Note dated November 26, 2012 and the $10,000 Arberman Promissory Note dated November 26, 2012.

We do not have a formal written policy for review and approval of “related-person transactions”. Our outside board members are responsible for review, approval and ratification of “related-person transactions” between us and any related person.

All future transactions between us and our officers, directors or 5% shareholders, and their respective affiliates, will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of any independent, disinterested directors.

Director Independence

Our board of directors currently consists of 2 directors. Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. We believe that none of our board members are independent directors, as defined by Section 803(a)(2) of the NYSE listing standards.

Independent directors are not executive offers or employees of our company and do not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. 24

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for professional services by McConnell & Jones, LLP for the year ended March 31, ~~2012~~2013 and ~~for the period from~~ March ~~1, 2011 (inception date) to March~~ 31, 2012 were as follows:

	2012		2011
	2013			2012
Audit	$ ~~5,000~~	11,500	~~$ 0~~	$	5,000
Audit-Related	~~3,000~~	7,500	~~4,800~~		3,000
Tax	0	0	0		0
All Other	0	0	0		0

Audit Fees are the fees billed for professional services rendered by McConnell & Jones, LLP for the audit of our annual financial statements

Audit-Related Fees are the aggregate fees billed in the last fiscal year for assurance and related services by McConnell & Jones, LLP that are reasonably related to the performance of the audit or review of our financial statements. The services comprising the fees disclosed under this category are in connection with the Company’s filing of their S-1 Registration Statement and audit of prior years’ private company financial statements included in such Registration Statement.

Tax Fees. We paid no tax fees to McConnell & Jones, LLP and they rendered no tax services.

All Other Fees are the aggregate fees billed for services provided by McConnell & Jones, LLP, other than the services reported in the above categories. There were none.

Audit Committee Pre-Approval Policies.

The Company’s audit committee currently does not have any pre-approval policies or procedures concerning services performed by McConnell & Jones, LLP. All the services performed by McConnell & Jones, LLP that are described above were pre-approved by the Company’s audit committee.

None of the hours expended on McConnell & Jones, LLP‘s engagement to audit the Company’s financial statements for the years ended March 31, ~~2012~~2013 and March 31, ~~2011~~2012 were attributed to work performed by persons other than McConnell & Jones, LLP’s full-time, permanent employees.

2125

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Documents filed as part of this report:

Financial Statements and Reports

The ~~consolidated~~ financial statements included in Part II, Item 8 of this Annual Report on Form 10-K are filed as part of this Report.

Financial Statements Schedule

Other financial statement schedules have been omitted because either the required information (i) is not present, (ii) is not present in amounts sufficient to require submission of the schedule or (iii) is included in the ~~Consolidated~~ Financial Statements and Notes thereto under Part II, Item 8 of this Annual Report on Form 10-K.

Exhibits

The exhibit list in the Index to Exhibits is incorporated herein by reference as the list of exhibits required as part of this Report.

2226

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 1015, ~~2012~~2013.


Mister Goody, Inc.

By:	/s/ Joel Arberman
	Joel Arberman
	Principal Executive Officer

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

Signature	Capacity	Date
/s/ Joel Arberman	Principal Executive Officer,	July 15, 2013
Joel Arberman /s/ Fred Sager	Principal Executive Officer, Principal Financial Officer, Director	July 10, 2012
Joel Arberman	Principal Financial Officer, Director
Fred Sager	Director	July 10, 2012
/s/ Fred Sager	Director	July 15, 2013
Fred Sager

2327

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-5
Balance Sheets	F-3
Consolidated Statements of Operations	F-6
Statements of Operations	F-4
Consolidated Statements of Shareholder’s Equity	F-7
Statements of Shareholder’s Equity (Deficit)	F-5
Statements of Consolidated Cash Flows	F-8
Statements of Cash Flows	F-6
Notes to Financial Statements	F-97

F-1

[mgi_10k002.gif]

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Mister Goody, Inc.

~~Boynton~~Delray Beach, Florida

We have audited the accompanying ~~consolidated~~ balance sheets of Mister Goody, Inc. (the Company) as of March 31, ~~2012~~2013 and ~~2011~~2012, and the ~~consolidated~~ related statements of operations, shareholders' equity, and cash flows for the ~~year~~years ended March 31, ~~2012~~2013and ~~and the period from inception (~~March ~~1, 2011) to March~~ 31, ~~2011~~2012.. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of Mister Goody, Inc. as of March 31, ~~2012~~2013 and ~~2011~~2012 and the results of its operations and their cash flows for the year ended March 31, ~~2012~~2013 and ~~the period from inception (~~March ~~1, 2011) to March~~ 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred losses, has had negative operating cash flows since inception~~, and minimal revenues~~. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ McConnell & Jones, LLP

Houston, Texas

July 1015, ~~2012~~2013

F-1

Mister Goody, Inc.

Consolidated Balance Sheet

		March 31,	March 31,
		2012	2011
Assets
Cash		$ 133,804	$ 301,128
Other current assets		20	-
	Total assets	$ 133,824	$ 301,128
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable		$ 2,500	$ -
	Total liabilities	2,500	-
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, 0 shares issued and outstanding		-	-
Common stock, $0.001 par value, 200,000,000 shares
authorized, 60,240,000 shares issued and outstanding		60,240	60,060
Paid-in capital		276,307	253,674
Accumulated deficit		(205,223)	(12,606)
	Total stockholders' equity	131,324	301,128
	Total liabilities and stockholders' equity	$ 133,824	$ 301,128

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

F-2

Mister Goody, Inc.

~~Consolidated~~Balance ~~Statements of Operations~~Sheets

					Period from Inception
		March 31,				March 31,
					(March 1, 2011)
		2013				2012
			Year Ended		to March 31,
Assets
			March 31, 2012		2011
Cash		$	-			$	133,804
Net revenues			$ 5,246		$ -
Other current assets			-				20
Operating expenses:
Total current assets			-				133,824
	General and Administrative		(81,625)		(7,016)
Equity Investment			65,863				-
	Management Services		(116,238)		(5,590)
Total assets		$	65,863			$	133,824
		Total operating expenses	(197,863)		(12,606)
Liabilities and Stockholders' Equity
Operating loss			(192,617)		(12,606)
Liabilities:
Loss before income tax provision			(192,617)		(12,606)
Accounts payable		$	40,914			$	2,500
Income tax provision			-		-
Notes payable – related party			40,400				-
Net loss			$ (192,617)		$ (12,606)
Total current liabilities			81,314				2,500
Net loss per share:
Stockholders' equity:
	Basic and diluted		$ (0.00)		$ (0.00)
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding			-				-
Weighted average common shares outstanding:
Common stock, $0.001 par value, 200,000,000 shares authorized, 60,323,332 and 60,240,000 shares issued and outstanding as of December 31, 2012 and March 31, 2012, respectively			60,323				60,240
	Basic and diluted		60,203,115		53,143,871
Paid-in capital			416,415				276,307
Accumulated deficit			(492,189	)			(205,223	)
Total stockholders' equity			(15,451	)			131,324
Total liabilities and stockholders' equity		$	65,863			$	133,824

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

F-3

Mister Goody, Inc.

~~Consolidated~~ Statements of ~~Stockholders' Equity~~Operations

			Common Stock				Preferred Stock			Paid in	Accumulated
		Year Ended March 31,
			Shares		Amount		Shares		Amount	Capital	Deficit	Total
		2013				2012
Balance at March 1, 2011 (Date of Inception)			-		$ -		-		$ -	$ -	$ -	$ -
Net revenues		$	-			$	-
	Founders shares		36,000,000		36,000		-		-	(32,400)	-	3,600
Cost of Goods Sold			-				-
	Shares issued for services		20,000		20		-		-	314	-	334
Gross Profit			-				-
	Shares issued for consideration		24,040,000		24,040		-		-	285,760	-	309,800
Operating expenses:
	Net loss		-		-		-		-	-	(12,606)	(12,606)
General and Administrative			(252,032	)			(76,379	)
Balance at March 31, 2011			60,060,000		60,060		-		-	253,674	(12,606)	301,128
Management Services			(15,397	)			(116,238	)
	Shares issued for consideration		180,000		180		-		-	17,820	-	18,000
Total operating expenses			(267,429	)			(192,617	)
	Stock compensation		-		-		-		-	4,813	-	4,813
Operating loss			(267,429	)			(192,617	)
	Net loss		-		-		-		-	-	(192,617)	(192,617)
Other expense:
Balance at March 31, 2012			60,240,000		60,240		-		-	276,307	(205,223)	131,324
Equity in loss of unconsolidated affiliate			(19,537	)			-
Total other expense			(19,537	)			-
Loss before income tax provision			(286,966	)			(192,617	)
Income tax provision			-				-
Net loss		$	(286,966	)		$	(192,617	)
Net loss per share:
Basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted			59,846,393				60,203,115

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

F-4

Mister Goody, Inc.

Statements of ~~Consolidated~~Stockholders' ~~Cash~~Equity ~~Flows~~(Deficit)

			Period from Inception
	Common Stock						Preferred Stock				Paid in		Accumulated
			(March 1, 2011)
	Shares			Amount			Shares		Amount		Capital		Deficit			Total
	Year Ended		to March 31,
Balance at March 31, 2012		60,240,000			60,240			-		-		276,307		(205,223	)		131,324
	March 31, 2012		2011
Shares issued for service		583,332			583			-		-		91,084		-			91,667
Cash flows from operating activities:
Shares cancelled		(500,000	)		(500	)		-		-		500		-			-
Net loss	$ (192,617)		$ (12,606)
Stock compensation		-			-			-		-		48,524		-			48,524
Adjustments to reconcile net loss to net cash used in
Net loss		-			-			-		-		-		(286,966	)		(286,966	)
operating activities:
Balance at March 31, 2013		60,323,332			60,323			-		-		416,415		(492,189	)		(15,451	)
Non-cash stock compensation expense	4,813
Shares issued for services	-		3,934
Accounts receivable	(20)		-
Accounts payable	2,500		-
Net cash used in operating activities	(185,324)		(8,672)
Cash flows from financing activities:
Proceeds from issuance of common stock	18,000		309,800
Net cash provided by financing activities	18,000		309,800
Change in cash	(167,324)		301,128
Cash, beginning of year	301,128		-
Cash, end of year	$ 133,804		$ 301,128

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

F-5

Mister Goody, Inc.

Statements of Cash Flows


	Year Ended March 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(286,966	)	$	(192,617	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock compensation expense		140,191			4,813
Equity in losses of unconsolidated affiliate		19,537
Change in operating assets and liabilities:
Accounts receivable		20			(20	)
Accounts payable and accrued liabilities		38,414			2,500
Net cash used in operating activities		(88,804	)		(185,324	)

Cash flows from financing activities:
Proceeds from issuance of common stock		-			18,000
Proceeds from notes payable - related party		40,400			-
Net cash provided by financing activities		40,400			18,000

Cash flows from investing activities:
Equity Investment in Naked Edge		(85,400	)		-
Net cash used in investing activities		(85,400	)		-

Change in cash		(133,804	)		(167,324	)

Cash, beginning of period		133,804			301,128

Cash, end of period	$	-		$	133,804

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

F-6

Mister Goody, Inc.

Notes to Financial Statements

Note 1: Organization and Basis of Presentation

Mister Goody, Inc. (“the Company”) was incorporated on March 1, 2011 ~~(Date of Inception)~~ in the State of Florida. The Company’s ~~wholly~~majority owned ~~subsidiaries~~subsidiary ~~consist~~consists of ~~Mister~~The ~~Goody~~Naked ~~Deals~~Edge, LLC ~~and~~(“Naked ~~Mister Goody Freelancers, LLC~~Edge”).

~~Mister~~The ~~Goody~~Company ~~provides~~was ~~businesses~~incorporated ~~with~~to ~~access~~develop an online marketplace and cause-marketing services designed to ~~independent~~help ~~freelancers~~businesses ~~who~~increase ~~provide~~their abrand ~~wide~~awareness ~~array~~and sales. Due to a lack of ~~creative~~sufficient revenue that resulted from this business plan, ~~marketing~~on ~~and~~August ~~technology~~24, ~~services~~2012, atthe ~~fixed~~Company’s ~~rates~~Board of Directors (the “Board”) determined that it was in the Company’s stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The ~~independent~~Company ~~freelancers~~decided ~~specialize~~to inno ~~social~~longer ~~media~~pursue their online marketplace and cause-marketing, ~~search~~services ~~engine~~and ~~optimization~~it ceased all of its operations with respect thereto. On August 24, ~~Internet~~2012, ~~marketing~~the Company entered into an agreement with Naked Edge whereby the Company completed the purchase of 50% of Naked Edge Common Units for $65,000. ~~content~~At ~~creation~~that time, ~~website~~the ~~development~~Company ~~and~~also ~~public~~received ~~relations~~an ~~among~~option ~~other~~to ~~services~~acquire 33.33% ~~This~~of Naked Edge Preferred Units for $85,000 on~~-demand~~ ~~workforce~~or ~~allows~~before ~~businesses~~August to24, ~~have~~2013 ~~services~~(“Option”). ~~completed~~We ~~when~~exercised ~~they~~the ~~are~~Option ~~needed~~for a total of $65,000 ~~saving~~during ~~time~~March and ~~money~~April 2013. ~~Mister~~The ~~Goody~~Common ~~retains~~Units aprovide ~~fee~~the ~~for~~Company ~~each~~with ~~successful~~50% ~~transaction~~of ~~between~~the ~~client~~voting rights and ~~freelancer~~20% of the economic rights of Naked Edge and the Preferred Units provide us with an additional 20% of the economic rights of Naked Edge. The Company has accounted for this investment under the equity method of accounting.

Basis of presentation

The ~~Financial~~accompanying ~~statements~~unaudited ofcondensed ~~the~~financial ~~Company~~statements have been prepared by management in accordance with ~~generally accepted~~ accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results of operations are not necessarily indicative of the results that may be expected for the full year.

Note 2: Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses, and has had negative operating cash flows since inception~~, and has had minimal revenues~~. The future of the Company is dependent upon future profitable operations and the development of the business plan. Management expects to need to raise additional funds via equity offerings; however, no assurances can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These ~~consolidated~~ financial statements do not include any adjustments that might arise from this uncertainty.

Note 3: Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents. Cash consists of deposit with domestic banks which are insured by the Federal Deposit Insurance Corporation (FDIC). Special insurance coverage applies to deposits maintained in non-interest bearing transaction accounts beginning December 31, 2010 and ending December 31, 2012. Under such special coverage, balances maintained in non-interest bearing transaction accounts are insured in full by the FDIC.

F-7

Partially Owned Equity Affiliates

Partially owned equity affiliates are accounted for under the equity method of accounting. Equity method investments are recorded at cost and are adjusted periodically to recognize the Company's proportionate share of the affiliate's income or loss, additional contributions made and dividends and capital distributions received. In the event any of the partially owned equity affiliates were to incur a loss and the Company's cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and the Company's proportionate share of further losses would not be recognized until the Company committed to provide further financial support to the affiliate. The Company would resume application of the equity method once the affiliate becomes profitable and the Company's proportionate share of the affiliate's earnings equals the Company's cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended.

The amount of the difference between the Company’s investment costs and the underlying equity in net asset is treated as goodwill, which is evaluated for impairment on a regular basis.

Revenue Recognition

The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured.

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As the Company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed ~~consolidated~~ financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has established a valuation allowance for all deferred tax assets (consisting of net operating loss carry-forwards) as of March 31, ~~2012~~2013 as it has not determined that such assets are likely to be realized.

Management has conducted an evaluation of the Company's tax positions taken on returns that remain subject to examination and has concluded that there are no uncertain tax positions, as defined in ASC 740, that require recognition or disclosure in the financial statements.

Fair Value of Financial Instruments

U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. ~~Effective June 15, 2009, disclosures about fair value of financial instruments are required for interim reporting period of publicly traded companies as well as in annual financial statements.~~

The Company’s financial instruments consist of cash and accounts payable. The carrying amount of each of these approximates fair value because of the short-term nature of the item.

F-8

Note 4: Income Taxes

Income taxes are summarized as follows for the year ended March 31, ~~2012~~2013:

	2012
	2013
Current expense (benefit)	$ ~~(63,853)~~	(149,049	)
Deferred expense	~~63,853~~	149,049
Net income tax (benefit) expense	$ -	-

The Company has experienced operating losses since inception. A full valuation allowance have been established for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carry forward periods provided in the tax law.

Note 5: Shareholders’ Equity

On ~~March~~April 12, ~~2011~~2012, ~~the~~Brendan ~~Company~~Vogel, ~~was~~the ~~incorporated~~owner ~~and~~of ~~authorized to issue up to 5~~6,000,000 shares of ~~preferred~~common stock, ~~par~~of ~~value~~the ~~$0.001 per share~~Company, ~~and~~returned ~~200~~500,000~~,000~~ ~~shares of~~ common ~~stock,~~shares ~~par~~to ~~value~~the ~~$0.001 per share. The~~ Company ~~issued~~for ~~36,000,000~~cancellation ~~shares~~in ofexchange ~~common~~for ~~stock~~no ~~to its founding shareholders~~consideration. ~~The~~ ~~value~~Subsequent ~~associated~~to ~~with~~the cancellation, the ~~issuance~~Company ofhad ~~these~~59,740,000 shares ~~was~~issued $3and outstanding,~~600~~ ~~for~~of ~~pre-incorporation~~which ~~services~~Mr. ~~There~~ ~~were~~Vogel noowns ~~shares~~5,500,000 ofcommon ~~preferred~~shares ~~stock~~or ~~outstanding at March 31, 2012~~9.2%.

OnIn ~~March~~April 22012, ~~2011,~~ the Company ~~issued~~granted 5a new sales consultant 500,~~800,~~000 ~~shares~~stock ofoption ~~common~~awards ~~stock~~with atan exercise price of $0.~~001~~10 per share and a contractual life of 10 years resulting in ~~exchange~~total ~~for~~compensation ~~consideration~~expense of $548,~~800~~524.

On ~~March~~November 729, ~~2011~~2012, the Company executed an agreement with a non-employee for consulting services to be performed. Pursuant to the executed agreement the Company issued 18250,~~240,~~000 shares of restricted common stock aton November 29, 2012, and 83,333 shares of restricted common stock on December 31, 2012, January 31, 2013, February 28, 2013 and March 31, 2013. The Company recorded an expense of $37,500 for the November 29, 2012 issuance and $12,500 for the December 31, 2012, January 31, 2013 and February 28, 2013 issuances, based on a $0.~~0167~~15 per share infair ~~exchange~~value ~~for~~of ~~consideration~~the Company’s common stock on the date of each respective issuance. The Company recorded an expense of $~~304~~16,~~000~~667 for the March 31, 2013 issuance based on a $0.20 per share fair value of the Company’s stock on the date of issuance. The agreement calls for 83,333 shares of restricted stock to be issued monthly to the non-employee through August 2013, so long as the related agreement has not been terminated by either party.

On March 7, 2011, the Company received services performed by a non-employee in exchange for 20,000 shares of common stock. The Company recorded an expense of $334 based on a $0.0167 per share fair value of the Company’s common stock on the date services were performed.

On June 15, 2011we sold a total of 180,000 common shares to investors, at a price of $0.10 per share, for aggregate cash consideration of $18,000.

Note 6: Related Party Transactions

The Company’s shareholders paid $89,~~658~~285 and $28,~~135~~658 for Company-related expenses during the year ended March 31, ~~2012~~2013 and the ~~period~~year ~~from~~ending ~~inception (~~March ~~1, 2011) to March~~ 31, ~~2011~~2012, respectively. Such amounts were repaid to the shareholders as of March 31, ~~2012~~2013 and ~~2011~~2012.

Management services

During the year ended March 31, ~~2012~~2013 and the period ~~from~~ending ~~inception (~~March ~~1, 2011) to March~~ 31, ~~2011~~2012, the Company paid $~~116~~15,~~238and~~397 and $5116,~~590~~238, respectively, to individuals for management services rendered to the Company. Some of these individuals were also shareholders of the Company. .

Note 7: Commitments and Contingencies

The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of March 31, ~~2012~~2013.

The Company has no noncancellable operating leases.

F-9

Note 8: Stock-Based Compensation

OnIn ~~March~~January 42012, ~~2011,~~ the Company ~~approved~~granted astock ~~2011~~option ~~Employee~~awards ~~Stock~~to ~~Plan~~three ~~and~~sales ~~reserved~~consultants uptotaling ~~to 10~~256,000~~,000~~ ~~shares~~with an exercise price of ~~the~~$0.10 ~~Company’s~~per ~~common~~share ~~stock~~and ~~for~~a ~~issuance~~contractual ~~under~~life ~~the~~of ~~plan~~10 years. The options had a fair value of $24,026.

On March 31, 2011, the Company issued 900,000 stock options to two employees with a four-year vesting period beginning on April 1, 2011 at an exercise price of $0.0167. The options have a ten-year term and fair value of $12,884.

On May 2, 2011, the Company issued 600,000 stock options to one independent contractor with a four-year vesting period beginning on May 2, 2011 at an exercise price of $0.0167. The options have a ten-year term and fair value of $8,612

In January 2012, the Company granted stock option awards to three sales consultants totaling 256,000 with an exercise price of $0.10 per share and a contractual life of 10 years. The options had a fair value of $24,026..

On January 4, 2012, Jenifer Calise, Vice President of Non-Profit Relations and Erin Webb, Sales Consultant, resigned. The resignations were not a result of any disagreements relating to the Company’s operations, policies or practices. As a result of her resignation, 787,500 unvested options of the total 900,000 issued were forfeited.

On January 4, 2012, Christina O’Malley resigned as Vice President of Business Relations. The resignation was not a result of any disagreements relating to the Company’s operations, policies or practices. Mrs. O’Malley continues to serve as a consultant to the Company. As a result of her resignation, 475,000 unvested options of the total 600,000 issued were forfeited.

In February 2012, the sales consultant resigned and as a result of their resignation, 253,500 unvested options of the total 256,000 options issued were forfeited.

AsOn ofApril ~~March 31~~2, 2012, Brendan Vogel, the ~~Company~~owner ~~incurred~~of ~~stock~~6,000,000 ~~compensation~~shares ~~expense~~of common stock of $4Mister Goody,~~813~~ ~~related~~Inc. (the “Registrant”), returned 500,000 common shares to ~~vested~~the ~~stock~~Registrant ~~options~~for cancellation in exchange for no consideration.

As of March 31, 2013, the Company incurred stock compensation expense of $48,524 related to vested stock options.

The awards were valued based on the grant date fair value of the instruments, net of estimated forfeitures, using a Black-Scholes option pricing model with the following assumptions:

Volatility		148-~~158~~193.8%
Risk-free interest rate		1.1103-2.31%
Expected term		5-6.3 years
Forfeiture rate		0-10%
Dividend yield rate		0%

The volatility used was based on historical volatility of similar sized companies due to lack of historical data of the Company’s stock price. The risk free interest rate was determined based on treasury securities with maturities equal to the expected term of the underlying award. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. Stock option awards are expensed on a straight-line basis over the requisite service period. During the year ended March 31, ~~2012~~2013 the Company recognized $448,~~813~~524of of compensation expense. No future stock compensation expense will be recognized related to options outstanding at March 31, ~~2012~~2013 as there will be no future vesting of those options.

~~F-6~~The following summarizes stock option activity for the year ended March 31, 2013:

The following summarizes stock option activity for the year ended March 31, 2012:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at March 31, 2012		240,000		$	0.02		9.06	$	19,784
Granted at market price		500,000			0.10
Exercised		-
Forfeited		(240,000	)		0.02
Outstanding at March 31, 2013		500,000			0.10		9.01	$	50,000
Exercisable		500,000		$	0.10		9.01	$	50,000

		Weighted	Weighted
		Average	Average	Aggregate
	Number of	Exercise	Remaining	Intrinsic
	Shares	Price	Contractual Life	Value
Outstanding at March 31, 2011 (date of inception)	900,000	$0.02	10.01
Granted at market price	856,000	0.04	9.11	$ 10,413
Exercised	-
Forfeited	(1,516,000)	0.03
Outstanding at March 31, 2012	240,000	0.02	9.06	$ 19,784
Exercisable	240,000	0.02	9.06	$ 19,784

F-10

Note 9: ~~Subsequent~~Equity ~~Events~~Investment

On April 2, 2012, Brendan Vogel, the owner of 6,000,000 shares of common stock of the Company, returned 500,000 common shares to the Company for cancellation in exchange for no consideration. Subsequent to the cancellation, the Company had 59,740,000 shares issued and outstanding, of which Mr. Vogel owns 5,500,000 common shares or 9.21%.Background

InOn ~~April~~August 24, 2012, the Company ~~granted~~entered ainto ~~new~~an ~~sales~~agreement ~~consultant~~with ~~500~~Naked Edge whereby the Company completed the purchase of 50% of Naked Edge Common Units for $65,000. ~~stock~~At ~~option~~that ~~awards~~time, ~~with~~the Company also received an ~~exercise~~option ~~price~~to acquire 33.33% of Naked Edge Preferred Units for $085,000 on or before August 24, 2013 (“Option”).10 ~~per~~We ~~share~~exercised ~~and~~the Option for a ~~contractual~~total ~~life~~of $65,000 during March and April 2013. The Common Units provide the Company with 50% of 10the ~~years~~voting rights and 20% of the economic rights of Naked Edge and the Preferred Units provide us with an additional 20% of the economic rights of Naked Edge for a total of 40%. The Company has accounted for this investment under the equity method of accounting.

F-Naked Edge is a Colorado Limited Liability Company organized on January 7, 2011. Naked Edge manufactures and distributes Veggie Go’s, an organic fruit and vegetable snack. The product is made with natural ingredients and no preservatives. They are dairy free, soy free, gluten free and vegan. Naked Edge produces four blends of Veggie Go’s which have a suggested retail price of $1.29 per unit.

INDEX TO EXHIBITS
SEC Reference Number	Title of Document	Location
3.1	Articles of Incorporation	*
3.2	Bylaws	*
10.1	2011 Stock Incentive Plan	*
10.2	Consulting Agreement – Joel Arberman	Filed herewith
10.3	Consulting Agreement – Brendan Vogel	Filed herewith
14.1	Code of Ethics	*
21.0	Subsidiaries	*
31.1	Certification of Co-Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

Summarized balance sheet information of Naked Edge as of March 31, 2013 is as follows:

*Incorporated by reference to Registration Statement on Form S-1 filed on June 16, 2011


	March 31, 2013
Assets
Cash	$	1,484
Accounts receivable		21,366
Other current assets		6,234
Fixed assets		100,935
Total assets	$	130,019

Liabilities and Stockholders' Equity
Current liabilities		39,468
Long term portion of capital leases		47,835
Long term portion of notes payable		21,756
Stockholders' equity:		20,960
Total liabilities and stockholders' equity	$	130,019

Summarized results of operations for the years ended March 31, 2013 and March 31, 2012 of Naked Edge are as follows:


	Year Ended March 31,
	2013			2012

Net revenues	$	94,102		$	8,346
Cost of Goods Sold		(77,177	)		(8,637	)
Gross Profit		16,925			(291	)

Operating expenses:
General and Administrative		(102,466	)		(5,989	)
Total operating expenses		(102,466	)		(5,989	)

Net loss	$	(85,541	)	$	(6,280	)

F-11

Under the equity method of accounting, we record our proportional share of the losses of Naked Edge in which we have invested, up to the amount of our investment. The Company’s investment and equity in losses of Naked Edge is as follows:


Investment balance as of March 31, 2012	$	-
Investment contribution		85,500
Equity loss		(19,537	)
Investment balance as of March 31, 2013	$	65,863

Naked Edge rents its facilities and the future minimum payments by fiscal year are as follows:


2014	$	22,866
2015		23,383
2016		11,786
2017		-
Thereafter		-
Total	$	58,035

In March, 2012, Naked Edge entered into a promissory note in the amount of $10,500. The note has a 5 year term and an annual interest rate of 5% on the unpaid balance. The monthly payments are $198.15 including interest.

In November, 2012, Naked Edge entered into a promissory note in the amount of $20,000. The note has a 5 year term and an annual interest rate of 5% on the unpaid balance. The monthly payments are $377.42 including interest.

In November 2012, Naked Edge entered into two financing agreements for the purchase of equipment. The cost basis for the two pieces of equipment totals $52,192. The term of both financing agreements range is 48 months and interest rates range from 32% to 41%. The agreements are secured by the respective underlying equipment and are guaranteed by either Naked Edge’s CEO or Naked Edge’s CEO and President. Monthly payments range from $893 to $1,200 and there is no prepayment penalties associated with these agreements.

In November 2012, Naked Edge entered into a capital lease for equipment. The cost basis of the equipment is $9,099. The lease term is 44 months and the imputed interest rate is 37%. The lease is secured by the underlying equipment and is guaranteed by Naked Edge’s CEO and President. The monthly lease payment is $378 and there is no prepayment penalty associated with the agreement. Useful life of the leased equipment for depreciation purposes is 44 months.

Future minimum lease payments due under the capital lease agreements are as follows for the fiscal years ending March 31:


2014	$	29,656
2015		29,656
2016		29,656
2017		15,787
2018		-
Total minimum lease payments		104,755
Less imputed interest		(46,618	)
Present value of minimum lease payments		58,137
Less: current maturities of capital lease obligations		10,302
Noncurrent maturities of capital lease obligations	$	47,835

Naked edge received consulting services for matters relating to product development, packaging, sales, marketing, distribution, and business management in exchange for 5% of Naked Edge’s net income once Naked Edge generates a net income of $300,000 in any calendar year.

F-12

Note 10: Notes Payable – Related Party

On November 26, 2012 the Company entered into a promissory note whereby by it borrowed $10,000 from a member of the Company’s board of directors. Under the terms of the unsecured promissory note, the Company is obligated to pay one lump sum of principal and no interest on March 31, 2013.

On November 26, 2012 the Company entered into a promissory note whereby by it borrowed $10,000 from the president of the Company. Under the terms of the unsecured promissory note, the Company is obligated to pay one lump sum of principal and no interest on March 31, 2013.

On March 22, 2013, the Company entered into unsecured promissory notes with each of Joel Arberman and Brendan Vogel, who are officers of the Company. Mr. Arberman loaned the Company $10,400 and Mr. Vogel loaned the Company $10,000. The promissory notes bear no interest or prepayment penalty and are due on May 31, 2013.

On April 9, 2013, the registrant repaid the $10,400 Arberman Promissory Note dated March 22, 2013, the $10,000 Vogel Promissory Note dated March 22, 2013, the $10,000 Sager Promissory Note dated November 26, 2012 and the $10,000 Arberman Promissory Note dated November 26, 2012, since the terms of the notes allowed for it to be paid within fifteen days of the due date no default interest is charged on the March 31, 2013 note.

Note 11: Discontinued Operations

Due to a lack of sufficient revenue that resulted from this business plan, on August 24, 2012, the Company’s Board of Directors determined that it was in the Company’s stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to no longer pursue their online marketplace and cause-marketing services and it ceased all of its operations with respect thereto. Therefore, the revenue in the amount of $3,109 and $5,246 for the year ending March 31, 2013 and 2012, respectively was reclassed to general and administrative expenses. Discontinued operation disclosure was considered however due to the immaterial nature of the balance it was reclassed to expenses.

Note 12: Subsequent Events

March 22, 2013, Mister Goody, Inc. (the “Company”) entered into unsecured promissory notes with each of Joel Arberman and Brendan Vogel, who are officers of the Company. Mr. Arberman loaned the Company $10,400 and Mr. Vogel loaned the Company $10,000. The promissory notes bear no interest or prepayment penalty and are due on May 31, 2013. On March 22, 2013, Mister Goody, Inc. acquired 8% of the Preferred Ownership Interests of The Naked Edge, LLC, by exercising rights granted under an LLC Interest Purchase Agreement dated August 24, 2012. On April 9, 2013, the registrant acquired an additional 25.33% of the Preferred Ownership Interests of its partially owned subsidiary The Naked Edge, LLC by exercising rights granted under the LLC Interest Purchase Agreement dated August 24, 2012. As a result of this acquisition, the registrant now owns 50% of the Common Ownership Interests and 33.33% of the Preferred Ownership Interests of The Naked Edge, LLC, providing for 50% of the voting rights and 40% of the economic rights. $20,400 was contributed before year-end and $64,600 was contributed after year-end therefore, the acquisition of the additional Preferred Ownership Interests of the Naked Edge, LLC is considered a subsequent event.

On April 3, 2013, the Company entered into an unsecured convertible loan agreement and promissory note with Snack Um, LLC, a Florida limited liability company for the amount of $250,000. The note is due on April 3, 2016, but it may be called by the holder upon four months written notice to the registrant at any time after April 3, 2015. The note can be repaid by the registrant at any time with no prepayment penalty upon 14 days written notice. The note provides the holder with 8% interest per annum and the ability to convert part or the entire note into shares of the registrant’s common stock at a fixed price of $0.10 per share.

F-13

INDEX TO EXHIBITS


SEC Reference Number		Title of Document

3.1		Articles of Incorporation (Incorporated by reference to Registration Statement on Form S-1 filed on June 16, 2011)
3.2		Bylaws (Incorporated by reference to Registration Statement on Form S-1 filed on June 16, 2011)
10.1		2011 Stock Incentive Plan (Incorporated by reference to Registration Statement on Form S-1 filed on June 16, 2011)
10.2		Consulting Agreement – Joel Arberman (Incorporated by reference to our Report on Form 10-K filed on July 13, 2012.)
10.3		Consulting Agreement – Brendan Vogel (Incorporated by reference to our Report on Form 10-K filed on July 13, 2012.)
14.1		Code of Ethics Code of Ethics (Incorporated by reference to Registration Statement on Form S-1 filed on June 16, 2011)
14.2		LLC Interest Purchase Agreement with Naked Edge (Incorporated by reference to our Report on Form 8-K filed on August, 27 2012.)
14.3		Consulting Agreement with Naked Edge (Incorporated by reference to our Report on Form 8-K filed on August, 27 2012.)
14.4		Consulting Agreement – First Market, LLC (Incorporated by reference to our Report on Form 8-K filed on December 3, 2012.)
14.5		Convertible Loan Agreement And Promissory Note - Snack Um, LLC (Incorporated by reference to our Report on Form 8-K filed on April 9, 2013)
14.6		Form of Related Party Promissory Note (Filed Herewith)
21.0		Subsidiaries (Incorporated by reference to Registration Statement on Form S-1 filed on June 16, 2011)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed Herewith)
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed Herewith)
32.1		Certification of Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith)
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith)
101 INS		XBRL Instance Document
101 SCH		XBRL Taxonomy Extension Schema
101 CAL		XBRL Taxonomy Extension Calculation Linkbase
101 LAB		XBRL Taxonomy Extension Label Linkbase
101 PRE		XBRL Taxonomy Extension Presentation Linkbase
101 DEF		XBRL Taxonomy Extension Definition Linkbase

All other Exhibits called for by Rule 601 of Regulation S-K are not applicable to this filing. Information pertaining to our common stock is contained in our Certificate of Incorporation and By-Laws.

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