**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-KSB**





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




For
      the
      Fiscal Year ended December 31, 2007




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




For
      the
      transition period from ________ to ________




Commission
      file number 333-136487




**g8wave
      Holdings, Inc.**


(Exact
      name of small business issuer as specified in its charter)




Delaware
            13-3513270(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer
              Identification
                No.)




126
      Brookline Avenue, Suite 201, Boston, Massachusetts 02215


(Address
      of principal executive offices)




(866)
      892-9090


(Issuer’s
      telephone number)




Securities
      registered under Section 12(b) of the Exchange Act: None.





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, par value
      $0.001 per share.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





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


Yes  x No
o




Check
      if
      no disclosure of delinquent filers in response to Item 405 of Regulation S-B
      is
      contained in this form, and no disclosure will 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-KSB or any amendment
      to
      this Form 10-KSB. x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act):


Yes o No
x




Issuer's
      revenues for its most recent fiscal year: $6,665,899




As
      of May
      6, 2008, the aggregate market value of the Company's common stock issued and
      outstanding and held by non-affiliates was approximately $235,313, based on
      the average of the bid and ask prices of such stock on that date of
      $.03.




The
      number of shares of the Company’s common stock outstanding as of May 6,
      2008 **** was:
      24,516,260




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







**TABLE
      OF CONTENTS**




**PART
                1**
            ****
            
            ******Item
                1.**
            **Description
                of Business**
            
            **1****Item
                2.**
            **Description
                of Property**
            
            **9****Item
                3.**
            **Legal
                Proceedings**
            
            **9****Item
                4.**
            **Submission
                of Matters to a Vote of Security Holders**
            
            **10****PART
                II**
            ****
            
            ******Item
                5.**
            **Market
                for Common Equity and Related Stockholder Matters**
            
            **10****Item
                6.**
            **Management’s
                Discussion and Analysis or Plan of Operation**
            
            **11****Item
                7.**
            **Financial
                Statements**
            
            **29****Item
                8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**
            
            **29****Item
                8A.**
            **Controls
                and Procedures**
            
            **29****Item
                8B.**
            **Other
                Information.**
            
            **30****Part
                III**
            ****
            
            ******Item
                9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) of the Exchange Act**
            
            **30****Item
                10.**
            **Executive
                Compensation**
            
            **33****Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**
            
            **36****Item
                12.**
            **Certain
                Relationships and Related Transactions, and Director
                Independence**
            
            **37****Item
                13.**
            **Exhibits**
            
            **40****Item
                14.**
            **Principal
                Accountant Fees and Services**
            
            **40****Signatures**
            ****
            
            **41****Financial
              Statements**
            
            
            **F-1****Exhibits**








**Part
      I**




**Item
                1.**
              **Description
                  of Business**




**Corporate
      History**




We
      were
      organized in the State of New York in 1989 and reincorporated in Nevada on
      July
      11, 2006 as International Food and Wine Consultants, Inc. On August 9, 2007,
      International Food and Wine Consultants, Inc. merged with and into its
      wholly-owned Delaware subsidiary, for the sole purpose of changing its state
      of
      incorporation to Delaware. On August 13, 2007, G8Wave Acquisition Corp., a
      newly
      formed wholly-owned subsidiary of International Food and Wine Consultants,
      Inc.,
      merged with and into G8Wave, Inc., a private Delaware corporation (the
“Merger”). Upon the closing of the Merger, G8Wave, Inc. became a wholly-owned
      subsidiary of International Food and Wine Consultants, Inc., and International
      Food and Wine Consultants, Inc. succeeded to G8Wave, Inc.’s line of business as
      its sole line of business. In connection with the Merger, International Food
      and
      Wine Consultants, Inc. changed its name to g8wave Holdings, Inc. and G8Wave
      Inc.’s name was changed to g8wave, Inc. As used on this Annual Report on Form
      10-KSB, the terms “we,” our,” and similar terms refer to g8wave Holdings, Inc.
      and its subsidiaries.




CompanyOverview




We
      are an
      integrated mobile media company headquartered in Boston, Massachusetts. We
      operate at the intersection of mobile communities and brands. We provide our
      wireless interactive content technologies and services to mobile subscribers,
      media partners and customers primarily through our indirect, wholly-owned
      subsidiary, g8wave UK, based in London, England. We have offices in Boston,
      Massachusetts and London from which we provide mobile services in the following
      three areas:




·
            Content
                distribution services through our branded wireless access protocol
                (WAP)
                stores, including: music, ringtones, games, video, ‘band or brand’ related
                information, tour or event schedules, headlines and articles and
                band and
                sports entertainment information.


·
            Marketing
                applications and services, including: the planning and execution
                of
                integrated multi-screen or multi-channel (mobile, web, radio, TV,
                print,
                outdoor, and in-store) marketing
                campaigns.


·
            Community
                development products and services, which include: social networking
                and
                dating via the Internet, mobile sites and telephones where users
                can meet,
                chat, date, share, network and receive rewards for creating popular
                content and other forms of community
                participation.




Our
      community development products and services specifically target branded
      communities and dating communities as a way to drive user aggregation.




“Branded
      communities” are virtual communities whose members share common interests such
      as music or sports, and typically center around specific bands or brands. We
      are
      currently focused on the music industry and providing mobile fan club-based
      services for artists and developing music and artist relationships. Examples
      of
      branded communities include Metallica fans, AC Milan soccer fans and Harley
      Davidson riders.




We
      deliver community-based content and applications employing the following
      products and services:




**Community-oriented
      products** .
      Users
      can engage in community-oriented activities such as chatting, dating, networking
      and exchanging and creating content. Users may create profiles, find friends
      or
      dates, and communicate by texting or exchanging pictures, music and video files,
      wallpapers and ring tones. Users may also create or upload their own content,
      such as music bars, ring tones, and pictures and share that content with
      friends. Users may access most of our wireless community-oriented products
      free
      of additional charges simply by registering.




1




**Information
      products** .
      Users
      can access our information content, including band or brand-related information,
      tour or event schedules, news headlines and articles, band and sports updates
      and entertainment information from our store fronts or our WAP site on their
      mobile phones. Users may access such content on a generic basis or register
      to
      receive customized and personalized information centered around their community,
      band, or brand preferences.




**Download
      products** .
      Users
      can download ring tones, wallpaper, pictures, logos, games and screen savers
      from our Internet portal onto their mobile phones or they can send them to
      other
      mobile phone users. Users may choose to download such products on a per message
      basis or subscribe to receive new downloads on a regular basis.




**Interactive
      products** .
      Users
      can search, find, connect and interact with prospective dating candidates either
      by phone, text or online via the web. Our website enables members to browse
      personal ads, listen to voice greetings, and communicate through a variety
      of
      channels, including text and email. All of these services are offered in a
      subscription package, allowing members the freedom to choose how, when, and
      where they interact. Our interactive products include TxtChat and
      CellDate.




**Mobile
      marketing products** .
      Our
      clients can mobile-enable their radio, TV, print, web, text, email, outdoor,
      in-store, or on-pack promotions and marketing initiatives. Our mobile marketing
      management tools allow our clients’ marketing teams to conduct mobile marketing
      campaigns, target relevant audiences, send and receive messages, as well as
      monitor, review and generate reports on campaign results.




Our
      community development services and mobile marketing services are delivered
      to a
      wide array of corporate and media clients, including: Metallica, Snapple, Blue
      Man Group, AT&T, Miller Lite, EMS, 311, DMC, Rawlings, Top Rank Boxing,
      Linkin Park and Qdoba.




We
      are
      the developer and owner of unique content which is distributed through branded
      communities. Additionally, we license content from leading music bands, such
      as
      Metallica and other third-party providers and distribute our content though
      some
      of the world’s leading wireless carriers including: Cingular, O2, Orange,
      Sprint, T Mobile, Verizon, and Vodafone.




We
      continue to expand our proprietary mobile services technology platform, social
      network functionality and content management infrastructure. Our technology
      platform enables our clients to access Internet services (including streaming
      video and messaging) through a variety of protocols, including: WAP, MMS
      (multimedia messaging services), SMS (short messaging service) and Java. Our
      technology platform delivers messages and content directly to the user through
      the operator’s own connection, without the need for intermediaries.




**Industry
      Overview**




The
      amount global end users spend on mobile data services is expected to grow from
      $114 billion in 2006 to $190 billion in 2009, representing an 18% compound
      annual growth rate, according to Ovum and Strategy Analytics’
research.




The
      mobile media applications market has emerged as a result of the rapid growth
      and
      significant technological advancement in the wireless communications industry.
      Wireless carriers are deploying new high value-added services to increase
      revenues and leverage advanced networks and next generation-mobile handsets.
      These services include downloadable games, applications, wallpaper,
      screensavers, ring tones and images.




We
      believe that growth in the wireless applications market has been positively
      influenced by a number of key factors and trends including:




*Growth
      in Wireless Subscribers* .
      According to the Insight Research Corporation, the number of global wireless
      subscribers is expected to grow from approximately 1.8 billion in 2005 to over
      3.1 billion by 2011.




*Deployment
      of Advanced Wireless Networks* .
      Wireless carriers are deploying high-speed, next-generation digital networks
      to
      enhance wireless voice and data transmission. These advanced networks have
      enabled the provision and billing of data applications and have increased the
      ability of wireless subscribers to quickly download large amounts of data,
      including games and other applications, to their mobile handsets.




2




*Availability
      of Mobile Handsets with Multimedia Capabilitie* s.
      In
      2005, 810 million mobile phones were sold worldwide and this number is
      forecasted to grow to 1 billion units in 2009, according to the research firm
      Gartner, Inc. In recent years, the mobile handset has evolved from a voice-only
      device to a personal data and voice communications device that enables access
      to
      wireless content and data services. Mobile handset manufacturers are competing
      for consumers by designing next-generation mobile handsets with enhanced
      features, including built-in digital cameras, color screens, music, data
      connectivity, and video. Worldwide sales of camera phones reached 296 million
      units in 2005, representing a 38% increase over 2004 of total worldwide mobile
      phone sales, according to Gartner. Info Trends expects this number to grow
      to
      903 million camera phone sales by 2010, which represents an 87% increase from
      2005. We believe that the availability of these next-generation mobile handsets
      is driving demand for wireless applications that take advantage of these
      advanced multimedia capabilities.




*Demand
      for Wireless Applications* .
      Wireless carriers are increasingly launching and promoting wireless applications
      to differentiate their services and drive revenues. The delivery of games,
      ring
      tones, true tones, images, applications and other content to subscribers enables
      wireless carriers to leverage both the increasing installed base of
      next-generation mobile handsets and their investment in high-bandwidth wireless
      networks. Consumers are increasingly downloading and paying for wireless content
      offered by the carriers and other distributors.




*Media
      Companies Seek to Leverage their Content into the Mobile
      Channel* .
      Service
      providers are partnering with media companies for an additional marketing
      channel. We believe the increasing presence of media companies in the mobile
      media industry provides an impetus for the development of proprietary content
      and branding for distribution through the telecom operator to the end-user.




*New
      Mobile Applications* .
      Location-based services and community applications are converging to create
      new
      next-generation mobile applications. Wireless service providers are increasingly
      offering social networking features. The proliferation of the camera phone
      is
      driving demand for user-generated and graphical content.




*Emergence
      and Acceptance of Mobile Advertising* .
      The
      emergence of mobile advertising as a business model has spawned applications
      such as mobile search. In addition, we believe that in the next three to five
      years, mobile advertising will emerge as a significant revenue stream for mobile
      content portals as it has for web content portals.




**Competitive** **Strengths**




We
      believe we have a proven capability to develop high-quality mobile services
      that
      engage end users and provide valuable services to wireless carriers and content
      owners due to the following strengths:




*Scaleable
      and Robust Technology Platform.* **** Our
      technology developed over seven years of close collaboration with mobile
      operators is highly flexible, scalable, and can support deployments of a variety
      of mobile media and marketing solutions, including the latest in mobile
      applications, programming and content delivery.




*Deep
      Domain Knowledge and Broad Industry Relationships.* We
      have
      deep domain knowledge and broad relationships in the media and music industries.
      Our core team of employees includes an industry leader in social networking,
      media, music and event management.




*Strategic
      Relationships with Wireless Carriers, Music Artists and Content
      Collaborators.* Our
      wireless clients include some of the leading wireless carriers in the world
      including: Cingular, O2, Orange, Sprint, T Mobile, Verizon, and Vodafone. We
      build mobile fan communities and store fronts to bring together major performing
      artists including Metallica, 311, DMC, Linkin Park, Mandy Moore, Sara Evans
      and
      Taylor Hicks and their fans. Our music industry partners typically allow us
      to
      include their content as part of our product offering in exchange for a
      percentage of revenue. Our
      content collaborators arrangements provide for the inclusion of third-party
      providers content in one or more of our services in exchange for a percentage
      of
      revenues or a royalty or fixed-fee payment which we pay directly to the
      provider, and are usually non-exclusive. Our agreements with our content
      collaborators have terms ranging from six months to four years.




3




*Strong
      Experience in Mobile Marketing-Providing Tangible Results for our
      Clients.* We have
      built mobile branded communities since 1996. We work closely with our clients
      to
      create, manage and execute mobile marketing strategies to help meet their
      business objectives, increase sales, improve customer relationship marketing,
      implement new forms of direct marketing and deliver promotion-based activities
      to enhance brand recognition.




*Experienced
      Management Team and Board of Directors.* We have
      assembled a strong management team with broad-based international relationships
      in mobile marketing and media-related expertise and experience in premium direct
      marketing to consumers, in addition to global mobile applications and
      content.




GrowthStrategy




Our
      goal
      is to be a premiere global mobile-media company and to offer leading wireless
      interactive entertainment, media, social services and advertising at the
      intersection of communities and brands. To achieve this goal, we currently
      intend to:




*Create
      Branded Social Networking Sites.* We
      intend to increase our services and product offerings to social and branded
      communities. We also plan to target large interactive communities that rally
      around specific brands which we believe will capture user profiles of the
      characteristics, attributes and preferences of our customers’ end-users and
      enable us to conduct highly precise mobile advertising.




*Continue
      to Build Out Our Proprietary Database.* We
      currently intend to continue to develop our database of user-generated
      preferences and profile information to enable user profiling, archiving of
      key
      preferences, and micro-targeting by advertisers. The database will be created
      by
      information gathered from user contests, events, mobile marketing, and branded
      mobile content. We believe this database will be unique within the industry,
      and
      will enable us to provide our clients with responsive mobile advertising.




*Develop
      Branded Services for Major Brands.* Our
      goal
      is to become a dominant player in the emerging mobile marketing segment by
      assisting major brands to expand their marketing outreach into the mobile
      channel and the branded communities we support. We intend to establish agency
      relationships and direct relationships with major brands.




*Expand
      Global Reach and Distribution.* We
      currently plan to extend our distribution beyond North America and U.K. markets
      into China and other markets in the Asia Pacific region through on-deck carrier
      agreements, which provide our content preloaded on phones for better global
      reach, and through acquisitions or by partnering with companies currently
      transacting business in the region.




*Publish
      and License New Content.* We
      currently intend to partner with print and media companies, record labels and
      studios, in an effort to generate and license premium content, and to secure
      and
      provide mobile users with select content including: ring tones, ring-back tones,
      remixes, logos, video, games, and wallpapers. We are developing a pilot of
      a
      mobile game based on a well-known rock band, with an original score provided
      by
      such band. Moreover, we intend to acquire and repurpose new, premium lifestyle
      brands and to market new programs to stimulate existing relationships,
      especially in the music industry. We also intend to leverage user-generated
      content as an alternative method for expanding content on social networking
      sites.




*Continue
      to Focus on Channel Development.* **** We
      seek
      to create and leverage innovative programs from early adopters and bring them
      to
      the mass market. We intend to accelerate user aggregation through large events
      and traditional media channels (e.g., print, TV, and cable) and to promote
      across a variety of channels including the Internet, IPTV, radio and print
      media
      through the positioning and branding of artists across channels. We believe
      sharing highlights through embedded social networks could lead to additional
      direct music sales searches and ad serving, attention from promoters and concert
      events and increased sales from our designed mobile and online
      store.




4




*Extend
      our Mobile Services Technology.* We
      currently intend to extend our end-to-end, mobile services technology platform
      to distribute premium, live, high-definition video and audio content across
      the
      mobile phone, computer and television platforms. We believe this capability
      will
      enable us to provide mobile pay-per-view services and highly targeted mobile
      advertising. In addition, in the second quarter of 2007, we launched a consumer
      affinity phone program with premier brand partners in the music community,
      such
      as Metallica, to serve our customer base of social networks and affinity groups.




*Strategic
      Acquisitions.* We
      currently intend to evaluate strategic acquisitions which may enhance our
      technology, relationships and customer base and market opportunities to acquire
      new and innovative technologies that may further enhance our position in the
      mobile media industry.




Products
      andServices




We
      believe that our ability to seamlessly implement multiple media communication
      strategies such as video, voice, radio, TV, Internet and print into a unified
      community-based experience differentiates us in our industry. Customers and
      partners utilize our technical and service resources to build integrated
      promotional strategies leveraging the following:




*Short
      Messaging Services (SMS).* SMS
      allows users to access and download information and products, such as news
      headlines, sports news, games, ring tones, and wallpaper through their mobile
      phones. Users are also able to interact with other users by subscribing to
      community-oriented products.




*Multimedia
      Messaging Services (MMS).* MMS is
      an extension of SMS technology which allows, in addition to text, for sound,
      images and other multimedia content to be sent. As a result, MMS enables users
      to download color pictures and advanced ring tones as well as transmit more
      data
      in a single message.




*Wireless
      Application Protocol (WAP)* .
      WAP
      allows users to browse content in a user-friendly format on their mobile phones
      and request and receive information in a manner similar to accessing information
      on Internet websites. WAP allows users to download pictures, logos, wallpaper,
      interactive games, ring tones, and other Internet content.




*Wireless
      Interactive Voice Response (Wireless IVR).* Wireless ** IVR
      services allow users to access voice content from their mobile phones. We
      provide entertainment and other products through our wireless IVR services.
      We
      provide IVR applications and services, also known as audiotext, which are
      connected to premium rate, national rate and toll-free telephony and utilize
      900
      number exchanges, premium text and automated credit card processing to access
      and bill for services. In
      the
      UK, unlike in the US, premium rate telephone numbers can be accessed by and
      charged to a mobile phone. In addition to the integration of mobile products
      and
      strategies, we have identified strong potential for the integration of IVR
      into
      mobile location-based search applications, voice concierge services, and voice
      alerts.




*Internet.* By
      utilizing our services offering, our customers’ websites allow their members to
      browse personal ads, listen to voice greetings, and communicate through a range
      of other channels. Our People2People service is currently the only online dating
      service in the UK to fully integrate mobile, voice, and video technologies.
      The
      People2People service lets members interact through IVR, SMS, Internet and
      email
      and listen to voice greetings and personal messages, as well as record messages
      of their own through dedicated IVR lines *.* Our
      dedicated website allows members and new users to browse personal ads, listen
      to
      voice greetings and communicate through a range of other channels. The
      People2People brand operates direct to consumers and is a “white-label” supplier
      to media and consumer brands. Our
      Internet enabled video greeting service allows subscribers to record up to
      60
      seconds of personalized content. In addition to video, members can also utilize
      instant messaging capabilities to chat, in real time, with other community
      members.




5




*Gateway
      Services.* We
      are
      currently one of ten content distributors that offer gateway services to the
      UK’s six mobile networks. Content creators and/or publishers wishing to market
      their content directly on carrier decks in the UK need to do so through us
      or
      these few other similarly accredited companies and pay a fee for every
      transaction. We are able to bill directly through the carrier by delivering
      premium billed messages on five and/or six digit short codes. Our technology
      delivers messages and content directly to the user through the operator’s own
      connection, without the need for intermediaries. With full network
      accreditation, our client’s messages are generally delivered and tracked to
      include full time technical support.




*Mobile
      Marketing Services.* Includes
      the planning, creation, and execution of mobile marketing campaigns, branded
      community applications, and content distribution strategies. Our clients can
      mobile enable their radio, TV, print, web, text, email, outdoor, or in-store
      marketing initiatives. Our mobile marketing management tools are intended to
      enable our clients to run return-on-investment (ROI) based mobile marketing
      campaigns, target relevant audiences, send and receive messages and monitor,
      review and report on campaign results. Typically clients pay a setup fee and
      a
      campaign fee based on the scope of the campaign or pay for a longer term mobile
      marketing outsourcing fee. We believe that our web tools allow our customers
      to
      analyze media effectiveness, capture information gathered on targeted consumers,
      and then target consumers with teaser or full campaigns. Other mobile marketing
      tools that we offer include interactive competitions, votes, special offers
      and
      discounts.




Mobile
      ApplicationsandServices




Our
      Match
      and Connect Services are proprietary mobile applications that match and connect
      individuals to content or people. Our subsidiary, g8wave UK, brought TxtChat,
      the first mobile matching service for our unique dating applications in the
      United Kingdom, to market in 1996.




Our
      Match
      and Connect business model focuses on providing applications for clients in
      a
“white-labeled” format (e.g., Manchester Evening News’ Mobile Dating), including
      licensing the application to third parties offering their own mobile matching
      services, or providing the service as part of a suite of products.




We
      believe that our suite of applications and services are easy to use and
      flexible, allowing end-users to quickly match people, content and services
      with
      an intuitive, user-friendly process. We utilize a capture-and-push model that
      encourages participation and therefore revenue generation. Each of the services
      is delivered in a benefit-led subscription package, allowing members the freedom
      to choose how, when, and where they interact with other members.




We
      leverage our expertise in chatting and messaging with the SMS/MMS applications
      described below to deliver leading edge, white-label direct marketing solutions
      to our media clients. During
      2007, 4.6 million messages were sent via our CellDate and TxtChat services
      and
      2.6 million premium messages were sent via our LiveText and Low Bid Auction
      services described below.





*CellDate,* is a
      proactive member voice personals service for mobile users. The service is based
      on a proprietary matching and profiling technology that delivers an SMS message
      to an end-user with the number of messages and matches waiting for them. The
      service can be delivered in custom, camera-ready, digitally delivered copy
      to
      print clients, through a single point of entry telephone or shortcode number
      for
      broadcast clients, or through web links for online registration and integration
      with our online dating services.




*TxtChat* was the
      first speed dating service in the UK. We are currently expanding this service
      into new community based applications where users can chat directly with
      hundreds of other people simultaneously. TxtChat is available as a text-only,
      photo-only or text and photo service.




*FotoDate,* a SMS /
      MMS enabled service, allows users to view and request photos while text
      messaging, which we believe represents significant revenue upside potential
      in
      mobile community interactions.




*LiveText* ,
      a
      web-based SMS communication tool offering real-time one-on-one communication
      between the business and the consumer, is a database builder for media clients,
      generating information about the consumer through promotional activities such
      as
      near-live interactions with celebrities, competitions, voting and games. For
      mobile marketing clients, LiveText enables spontaneous, interactive, and
      targeted communications in a dynamic environment.




6




*Low
      Bid Auction* :
      is a
      mobile SMS application where the winner of a reverse auction is the individual
      that offers the lowest unique bid. Once the pre-determined entry deadline
      lapses, the mobile auction closes automatically and the end-user offering the
      lowest unmatched (i.e., unique) bid wins and can purchase the item for the
      low
      price offered. The cost of each user’s unique bid may be set according to the
      value of the item being auctioned and users are informed upon placing a bid
      whether their bid is the current lowest unique bid. If so, they are again
      notified later if their bid has been bumped from the lowest unique bid so that
      they can try again. Each customer or client branded mobile auction is typically
      promoted for 2-4 weeks.




“ *Matchmaker”
      WAP dating* allows
      users to participate via mobile phone through the transmission of a trigger
      WAP
      link, sent via shortcode. Once registered, members are able to update their
      profile, search the database, view search results, or view individual profiles
      with a photo. Revenue is generated by linking to a premium rate IVR line for
      users to listen to voice greetings and leave messages for other members.




**Sales,
      Marketing and Distribution**




We
      leverage our marketing experience and expertise as producers of materials that
      are ultimately published in the targeted media outlets. We maintain in-house
      customer service, print production, marketing and agency quality advertising
      and
      promotions resources. All collateral is produced camera ready by in-house
      creative and production specialists equipped to generate hundreds of pages
      for
      media publications per week.




**Product
      Development and Technology**




We
      have
      developed a leading-edge technology platform which is highly flexible, and
      scalable. Our platform allows for SMS, MMS, WAP delivery methods in a single
      environment.




Our
      mobile technology architecture services include:




**g8wave**
              **Architecture**
            
            **Application**
              **Services**
            
            **Telephony Services**
            
            **Web**
              **Services**
            
            **Messaging**
              **Services**·Proprietary
                Software
              ·Open
                Architecture Design
              ·Industry
                Standard Interfaces
              ·Enterprise
                Grade
              ·Modular
                Application Design
              ·Fully
                Integrated Infrastructure
            
            ·Microsoft.net
                Technology
              ·XML,
                WML and HTML
              ·ShowNTel
                (IVR Application Toolkit)
              ·SQL
                Database Standard
              ·Ease
                of Data Accessibility Between Apps
              ·Standard
                Reporting Tools
            
            ·Telco
                Standard Protocols
              ·SMPP
                For Mobile Test
              ·Q931
                Signaling Protocol For Voice
              ·Dual
                Processor Definity G3 Pbx
              ·ACD
                for Live Agents
              ·Desktop
                SMS Interface
            
            ·10Mb
                + 10 Mb Failover Connection
              ·Industry
                Standard Firewall w/ Failover
              ·Fully
                Resilient Web Server Cluster
              ·WAP
                Servers for Mobile Content
            
            ·Industrial-Grade
                SMPP Gateway
              ·Supports
                MMS/SMS Technology
              ·Ringtones,
                Photos, Video
              ·WAP
                Push Technology
              ·5
                Million Messages Per Month &
Scalable





**Competition**




We
      create
      and sell content and provide mobile applications and services. Our strategy
      is
      to make “going mobile” as easy as possible for our customers. We compete either
      directly or indirectly with content providers such as music and TV studios,
      music labels, mobile ring tone and mobile games providers; mobile application
      service providers that provide mobile products and services like iLoop, Enpocket
      and Mobliss; and mobile aggregators that provide direct connections to mobile
      carriers like mBlox; and mobile marketing providers that provide mobile
      promotions, programs and marketing services like Vibes and
      HipCricket.




7




We
      position and differentiate ourselves in our ability to bring together
      advertisers/sponsors and mobile communities and provide advertisers/sponsors
      a
      mobile channel to distribute their message and their products with the goal
      of
      simplifying the experience and reducing costs by providing a one-stop-shop
      mobile solution. We routinely partner with our competitors to complete or extend
      our mobile service offering, for example by providing co-sponsoring
      opportunities, which allows us access to content we do not own or distribution
      channels we do not have access to, while maintaining control of the customer
      relationship.




**Customers**




We
      use
      our messaging infrastructure to help, plan, create, and execute mobile campaigns
      for clients ranging from consumer brands to handset manufacturers.




We
      categorize our clients as either entertainment or business clients.
      Entertainment clients license content to us and participate in a revenue sharing
      agreements for revenue generated from that content. Entertainment clients
      include Metallica, 311, DMC, Linkin Park, Mandy Moore and Taylor Hicks.




Business
      clients include both brand and media clients. We offer mobile marketing services
      to brands such as Snapple, Newbury Comics and Qdoba. Our 2007 media clients
      included newspaper groups such as: Archant, Johnston Press, Friday-Ad Ltd.,
      Greater Manchester Newspapers and Kent Messenger; radio stations include Classic
      Gold Digital, GMG Radio, Wireless Group (including Talksport and Independent
      Local Radio) and Saga Radio; and TV stations include Cellcast, a UK broadcaster
      and production company, and Scottish Media Group, a regional broadcasting
      division of ITV to whom we provided TxtChat and dating services. Our other
      media
      clients included Sun Newspapers (part of News International), Local Sunday
      Newspaper Group and Worldwide Telemedia.




**Intellectual
      Property**




Our
      intellectual property is an essential element of our business. We use a
      combination of trademark, copyright, trade secret and other intellectual
      property laws, confidentiality agreements and license agreements to protect
      our
      intellectual property. It is our standard practice to require our employees
      and
      independent contractors to sign agreements acknowledging that all inventions,
      trade secrets, works of authorship, developments and other processes generated
      by them on our behalf are our property, and assigning to us any ownership in
      those works. Despite our precautions, it may be possible for third parties
      to
      obtain and use without consent intellectual property that we own or license.
      Unauthorized use of our intellectual property by third parties, and the expenses
      incurred in protecting our intellectual property rights, may adversely affect
      our business.




The
      following is a list of our registered trademarks, and trademarks for which
      we
      have filed applications. We do not have any patents.




Mark
            
            Jurisdiction
            
            StatusG8Wave
            
            United
                States
            
            RegisteredG8Wave
            
            EU
                (Community Trademark)
            
            Registration
                publishedg8
            
            United
                States
            
            Application
                pending
              Notice
                of Allowance grantedg8
            
            EU
                (Community Trademark)
            
            Application
                publishedg8
            
            India
            
            Application
                acceptedPlanet
                Cool
            
            EU,
                United States
            
            Application
                pendingPEG
            
            EU,
                United States
            
            Application
                pending




8




**Government
      Regulation**




We
      must
      abide by regulations imposed by government regulatory authorities in deploying
      our mobile marketing applications. The majority of regulations within the
      telecommunications industry that apply to mobile messaging and marketing are
      created by industry bodies producing codes of conduct that outline the rules
      that network operators, content providers, carriers, technology providers and
      advertisers must adhere to when providing telecommunication services to the
      public. These codes of conduct generally focus on protecting consumers against
      unwanted e-mails and communications being delivered to their mobile devices.
      We
      intend to thoroughly investigate the regulations imposed in each jurisdiction
      in
      which we intend to expand our business prior to commencing any marketing efforts
      in such jurisdiction. In some cases, the cost of compliance with a
      jurisdiction’s regulations may preclude us from providing our services to
      customers in such jurisdiction.




The
      following is a summary of the regulations in each of the jurisdictions in which
      we currently operate.




The
      Mobile Marketing Association (“MMA UK”) is the industry association responsible
      for mobile telecommunications marketing in the United Kingdom. The MMA UK’s code
      of conduct sets forth the practical mandatory standards and best practice
      guidelines relating to the provision and operation of mobile marketing services
      based on the MMA UK’s interpretation of current legislation in the United
      Kingdom. The MMA UK code was drafted in response to “The Privacy and Electronic
      Communications (EC Directive) Regulations, 2003,” which governs the rules for
      unsolicited communications and electronic marketing in the United Kingdom.
      Our
      applications are programmed to require that customers accept our standard terms
      and conditions of usage upon downloading any of our applications. Our standard
      terms and conditions of usage require that the customer confirm its agreement
      to
      comply with the MMA UK code. We are currently members of the MMA UK.




In
      the
      United States, the code of conduct prepared by the Mobile Marketing Association
      (“MMA US”) provides guidelines applicable to companies marketing products and
      services to consumers through voice, e-mail and SMS (short messaging service)
      & MMS (multimedia messaging services) communications, particularly with
      respect to the sending of unwanted communications to consumers. The code of
      conduct is divided into six categories: choice, control, customization,
      consideration, constraint and confidentiality and provides policies in each
      area
      that must be adhered to by suppliers of mobile services. We are currently
      members of the MMA US.




**Employees**




As
      of May
      6, 2008, we had 37 full time employees. None of our employees are represented
      by
      a labor union and we consider our employee relations to be good. We believe
      that
      our future success will depend, in part, on our continued ability to attract,
      hire and retain qualified personnel. ****




**Item
              2.**
            **Description
                of Property.**




We
      currently lease approximately 4,000 square feet and 6,000 square feet of office
      space in Boston, Massachusetts and London, England at monthly rents of
      approximately $10,040 and $13,400, respectively. The initial term of the Boston
      lease expires on February 28, 2011 and may be extended for an additional
      five-year period. The leases covering the London premises are for an initial
      ten-year term expiring on April 1, 2014. We currently believe that comparable
      space is readily available in these locations upon the termination of such
      leases. We believe our current facilities are adequate for our immediate and
      near-term needs.




**Item
              3.**
            **Legal
                Proceedings.**




No
      legal
      proceedings are currently pending or, to our knowledge, threatened against
      us
      that, in the opinion of our management, could reasonably be expected to have
      a
      material adverse effect on our business and financial condition.




We
      anticipate that we will expend significant financial and managerial resources
      to
      the defense of our intellectual property rights in the future if we believe
      that
      our rights have been infringed. We also anticipate that we will expend
      significant financial and managerial resources to defend against claims that
      our
      products or services infringe upon the intellectual property rights of third
      parties.




9




**Item
              4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**




None. ****




**PART
      II**




**Item
              5.**
            **Market
                for Common Equity and Related Stockholder Matters**




Our
      common stock has been quoted on the OTC Bulletin Board since August 30, 2007
      under the symbol GEWV.OB. Prior to that date, there was no active market for
      our
      common stock. As of May 6,
      2008 ,
      there
      were 53 **** holders
      of record of our common stock.




The
      following table sets forth the high and low bid prices for our common stock
      for
      the periods indicated, as reported by the OTC Bulletin Board. These quotations
      reflect inter-dealer prices, without retail mark-up, mark-down or commission,
      and may not represent actual transactions.




**Fiscal
                Year 2007**
            
            **High**
            
            **Low**Third
                Quarter (beginning August 30, 2007)
            
            $
            2.25
            
            $
            1.00Fourth
                Quarter (beginning October 1, 2007)
            
            $
            1.75
            
            $
            0.38




The
      last
      reported sales price of our common stock on the OTC Bulletin Board as of May
      6,
      2008 was $0 **.** 03 **** per
      share.




**Dividend
      Policy**




In
      the
      past, we have not declared or paid cash dividends on our common stock, and
      we do
      not intend to pay any cash dividends on our common stock in the foreseeable
      future. Rather, we intend to retain future earnings, if any, to fund the
      operation and expansion of our business and for general corporate
      purposes.




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




As
      of
      December 31, 2007, we had the following securities authorized for issuance
      under
      our 2007 Equity Incentive Plan (“2007 Plan”) (as hereinafter
      defined):




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
            
            
            3,240,840
            (1)
            $
            0.20
            (1)
            
            984,160Equity
                Compensation Plans not approved by security holders
            
            
            N/A
            
            
            N/A
            
            
            N/ATotal
            
            
            
            
            $
            0.20
            (1)






10




(1)
            Included
                in the “Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights” are 2,217,327outstanding
                restricted stock units (“RSUs”).Each
                RSU, when fully vested, entitles the holder thereof to one share
                of the
                Company’s common stock, par value $.001 per share. As the RSUs do not have
                an exercise price, the outstanding RSUs are not factored into the
                “Weighted-average
                exercise price of outstanding options, warrants and
                rights”




**Recent
      Sale of Unregistered Securities**




There
      have been no sales of unregistered securities during the period covered by
      this
      report which would be required to be disclosed pursuant to Item 701 of
      Regulation S-B and which have not been previously included in a Quarterly Report
      on Form 10-QSB or on a Current Report on Form 8-K.




**Item
              6.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation**




**Forward
      Looking Statements**




This
      Annual Report on Form 10-KSB includes both historical and forward-looking
      statements, which include information relating to future events, future
      financial performance, strategies, expectations, competitive environment and
      regulations. Words such as “may,” “should,” “could,” “would,” “predicts,”
“potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions, as well as statements in
      future tense, identify forward-looking statements. Such statements are intended
      to operate as “forward-looking statements” of the kind permitted by the Private
      Securities Litigation Reform Act of 1995, incorporated in Section 27A of
      the Securities Act of 1933, as amended (the “Securities Act”), and
      Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). That legislation protects such predictive statements by
      creating a “safe harbor” from liability in the event that a particular
      prediction does not turn out as anticipated. Forward-looking statements should
      not be read as a guarantee of future performance or results and will probably
      not be accurate indications of when such performance or results will be
      achieved. Forward-looking statements are based on information we have when
      those
      statements are made or our management’s good faith belief as of that time with
      respect to future events, and are subject to risks and uncertainties that could
      cause actual performance or results to differ materially from those expressed
      in
      or suggested by the forward-looking statements. You should review carefully
      the
      section entitled “Risk Factors” beginning on page 17 of
      this
      Annual Report on Form 10-KSB for a discussion of certain of the risks that
      could
      cause our actual results to differ from those expressed or suggested by the
      forward-looking statements.




The
      inclusion of the forward-looking statements should not be regarded as a
      representation by us, or any other person, that such forward-looking statements
      will be achieved. You should be aware that any forward-looking statement made
      by
      us in this Annual Report on Form 10-KSB, or elsewhere, speaks only as of the
      date on which we make it. We undertake no duty to update any of the
      forward-looking statements, whether as a result of new information, future
      events or otherwise. In light of the foregoing, readers are cautioned not to
      place undue reliance on the forward-looking statements contained in this Annual
      Report on Form 10-KSB.




11




**Going
      Concern and Lack of Liquidity**




Our
      consolidated statements of operations and our statements of operating cash
      flows
      reveal significant losses and the utilization of significant amounts of cash
      to
      support our operating activities. For the fiscal year ended December 31, 2007,
      the Company had an accumulated deficit of $10,196,529, a consolidated net loss
      of $7,009,511, and consolidated net cash flows used in operations of $4,408,397.
      Our operations are not an adequate source of cash to fund future operations,
      and
      these matters give rise to substantial doubt about our ability to continue
      as a
      going concern. In order to continue as a going concern, we will require
      additional financing. There can be no assurance that additional financing will
      be available to us when needed or, if available, that it can be obtained on
      commercially reasonable terms. Our ability to continue our operations will
      be
      dependant upon obtaining such further financing. To read more about our
      liquidity and going concern issues, you should review carefully the section
      entitled “Risk Factors” beginning on page 17 of
      this
      Annual Report on Form 10-KSB and “Liquidity and Capital Resources” beginning of
      page 14 of Part
      II, Item 6 of this Annual Report of Form 10-KSB.




**Recent
      Events**




On
      December 11, 2007, the Company entered into an agreement to engage the services
      of Stern & Co. (“Stern”) as an outside business consultant for a period of
      six months. In return for consulting services, the Company issues Stern 500,000
      restricted shares of the Company’s common stock on an agreed upon vesting
      schedule. In accordance with the vesting schedule, 100,000 restricted shares
      vested on January 8, 2008, 80,000 restricted shares vested on January 23, 2008,
      and 80,000 restricted shares vested on March 13, 2008.




Effective
      January 30, 2008, Leslie E. Bider resigned from the Company’s board of
      directors. Mr. Bider’s decision to resign was based on the demands on his time
      from other professional commitments, and not the result of any disagreement
      relating to the Company’s operations, policies or practices.





On
      January 30, 2008, the board of directors appointed Karl Spangenberg as a
      director to fill the vacancy on the board created by Mr. Bider’s resignation.
      There were no arrangements or understandings between Mr. Spangenberg and any
      other person pursuant to which he was selected as a director.





Effective
      February 21, 2008, Chad Brownstein resigned from the Company’s board of
      directors. Mr. Brownstein’s decision to resign was not the result of any
      disagreement relating to the Company’s operations, policies or practices.





On
      February 26, 2008, the board of directors appointed Habib Khoury as a director
      to fill the vacancy on the board created by Mr. Brownstein’s resignation. There
      were no arrangements or understandings between Mr. Khoury and any other person
      pursuant to which he was selected as a director.




12





On
      April
      22, 2008, g8wave, Inc., (the “Borrower”), entered into a Revolving Credit and
      Security Agreement (the “Loan Agreement”) with PMCG Management Company, LLC (the
“Lender”). Mr. Mindich, an officer, director, and stockholder of the the
      Company, has a significant ownership interest in, and is a director of, the
      Lender.





Pursuant
      to the terms of the Loan Agreement, at the Borrower’s request and in the
      Lender’s sole discretion, the Lender will make loans to the Borrower in an
      aggregate principal amount at any time outstanding not to exceed $250,000, which
      amount is subject to increase at the Lender’s discretion. Each loan will bear
      interest at the Prime Rate (as reported from time to time in the Wall Street
      Journal) plus 2 percent per annum and will be calculated based on a 360 day
      year
      and actual days elapsed. Accrued interest is payable in arrears on the first
      business day of each month. Any amounts not paid when due bear interest at
      a
      default rate equal to the Prime Rate plus 5 percent. The loans and all other
      indebtedness owing to the Lender are secured by a lien on all or substantially
      all of the Borrower’s assets.





The
      loans, including all interest, fees, expenses and other amounts payable under
      the Loan Agreement, as well as any other indebtedness owing to the Lender,
      are
      payable within 10 days after a demand for payment is made by the Lender (the
      “Demand Period”). However, if the Company and Mr. Mindich enter into a
      definitive agreement for the sale by the registrant to Mr. Mindich of all of
      the
      Subsidiary Shares, the Demand Period will be extended to 20 days. The Borrower
      may prepay the loans at any time.





On
      April
      24, 2008, William Duke, the Company’s Chief Financial Officer, tendered his
      resignation from that position and as an employee of the Company. Mr. Duke’s
      resignation is be effective on a date to be determined, but is expected to
      occur on or prior to May 18, 2008 .


On
        May
        12, 2008, the Company entered into a Stock Purchase Agreement (the “Purchase
        Agreement”) with Mr. Mindich and PMCG Management Company, LLC (“PMCG”), pursuant
        to which the Company agreed to sell to Mindich (the “Sale”) all of the Company’s
        right, title and interest in and to the capital stock (the “Subsidiary Shares”)
        held by the Company in its wholly-owned subsidiary, g8wave, Inc., a Delaware
        corporation (the “Subsidiary”). Mr. Mindich is an officer, director, and
        stockholder of the registrant and has a significant ownership interest in,
        and
        is a director of, PMCG.
  Pursuant
        to the Purchase Agreement, in exchange for the Subsidiary Shares, Mr. Mindich
        has agreed to (1) pay to the Company at closing the sum of $30,000, (2)
        surrender to the Company all of the shares of the Company’s Common Stock held by
        Mr. Mindich (9,457,500 shares comprising approximately 39% of the Company’s
        issued and outstanding shares as of the date hereof), which shall be cancelled
        effective with the closing, (3) assume and agree to discharge certain of
        the
        Company’s liabilities, as set forth in the Purchase Agreement, (4) assume and
        agree to pay to the Company an amount that is reasonably necessary for the
        Company to continue in existence and remain in compliance with applicable
        laws
        and the rules and regulations of the Securities and Exchange Commission and
        state securities regulators for a period of 12 months following the closing,
        in
        an amount not to exceed $125,000, less the $30,000 payable at closing, and
        (5)
        obtain an extended reporting period endorsement to the Company’s D&O
        insurance policy for a period of 3 years following the closing.
  The
        Subsidiary Shares comprise all or substantially all of the Company’s assets.
        Accordingly, if the Sale is consummated, the Company will have nominal
        operations and assets and will be a shell company, as defined in Section
        12b-2
        of the Securities Exchange Act of 1934, as amended.
  Pursuant
        to the Purchase Agreement, Mr. Mindich is also required to indemnify, defend
        and
        hold harmless the Company, its affiliates, and certain other related parties
        from and against the liabilities being assumed by Mr. Mindich and all
        liabilities of the Subsidiary.
  The
        Purchase Agreement may be terminated (1) at any time by the mutual consent
        of
        the Company and Mindich, or (2) by the Company, at any time prior to obtaining
        disinterested stockholder approval, if the Board of Directors obtains and
        elects
        to pursue a bona fide acquisition proposal or financing proposal from a third
        party that the Company determines in good faith is superior to the transactions
        contemplated in the Purchase Agreement. In the event the Company terminates
        the
        Purchase Agreement or the closing does not occur by June 7, 2008 for any
        reason
        other than the failure of the conditions to the Company’s closing obligations to
        be satisfied, the Company shall pay to Mr. Mindich an amount equal to 120%
        of
        (1) any funds advanced by Company Mindich or his affiliate to the Subsidiary
        from the date of the Purchase Agreement to the effective date of termination,
        less any amounts required to be paid by the Subsidiary pursuant to the Loan
        Agreement, and (2) any out-of-pocket expenses incurred by Mr. Mindich in
        connection with the transactions contemplated by the Purchase Agreement.
        In
        addition, the Company shall grant to Mr. Mindich for a period of 20 months
        following the termination date, a non-exclusive right and license to use
        the
        technology and other assets of the Company necessary in the reasonable judgment
        of Mr. Mindich to permit him to fulfill his and his affiliates’ customer’s
        mobile technology campaigns on a continuing basis.
  If
        the
        Sale is consummated, the Company is required to promptly change its corporate
        name and is not permitted thereafter to use, or permit its affiliates to
        use,
        the name “g8wave” or any names reasonably similar thereto.




**Results
      of Operations**




Prior
      to
      August 13, 2007, we were a public shell company without material assets or
      liabilities. As a result of the Merger, the former stockholders of g8wave,
      Inc.
      became our controlling stockholders. For financial reporting purposes, g8wave,
      Inc. was considered the accounting acquiror in the Merger. Accordingly, the
      historical financial statements prior to August 13, 2007 presented and the
      discussion of financial condition and results of operations below are those
      of
      g8wave, Inc. and do not include the historical financial results of
      International Food and Wine Consultants, Inc.




**Year
      Ended December 31, 2007 Compared to Year Ended December 31, 2006**




The
      following discussion and analysis should be read in conjunction with the
      financial statements and accompanying notes.




*Revenue.*  Revenue
      for the years ended December 31, 2007 and 2006 was derived primarily from
      telecommunications arrangements and from mobile marketing services. Our revenue
      decreased by approximately $2,814,000, or 30%, to $6,665,899 for the year ended
      December 31, 2007, as compared to the fiscal year ended December 31, 2006.
      This
      decrease is primarily attributable to our decision to gradually shift our focus
      from dating markets to mobile entertainment and mobile marketing, which we
      believe offers greater potential for future growth and higher gross margins.




*Gross
      Profit* .
      Gross
      profit for the year
      ended December 31, 2007 decreased
      by approximately $875,301, or 27%, to $2,333,198, as compared to that of the
      prior year, primarily due to the reduced revenue. Gross profit as a percent
      of
      revenue was 35% for the year ended December 31, 2007, as compared to 34% for
      the
      fiscal year ended December 31, 2006.




13




*Operating
      Expenses* .
      Total
      operating expenses for the year ended December 31, 2007 increased by
      approximately $2,754,000, or 42%, to $9,370,523, from fiscal year ended December
      31, 2006. As a percentage of revenue, operating expenses were 141% for the
      year
      ended December 31, 2007, compared to 70% for fiscal year ended December 31,
      2006. The increase in operating expenses is primarily attributable to a 102%,
      or
      approximately $2,915,000, increase in administration expenses for the year
      ended
      December 31, 2007 over that of fiscal year ended December 31, 2006. The increase
      in our administration expenses is attributable to costs relating to the staffing
      of our U.S. headquarters and **** an
      increase of approximately $1.8 million in stock-based compensation expense
      (relating to vested restricted stock units, stock options, and
      warrants).




The
      increase in administration expenses was partially offset by decreases in both
      sales and marketing expenses and finance expenses. Sales and marketing expenses
      for the year ended December 31, 2007 decreased by approximately $95,000, or
      9%,
      to $1,010,051, as compared to that of fiscal year ended December 31, 2006,
      primarily due to the reduction of sales related headcount. Finance expenses
      for
      the year ended December 31, 2007 decreased by approximately $102,000, or 31%,
      to
      $227,680 as compared to that of the prior year, primarily due to the reduction
      in the size of the finance function of fiscal 2007.




**Liquidity
      and Capital Resources**




Our
      consolidated statements of operations and our statements of operating cash
      flows
      reveal significant losses and the utilization of significant amounts of cash
      to
      support our operating activities. For the fiscal year ended December 31, 2007,
      the Company had an accumulated deficit of $10,196,529, a consolidated net loss
      of $7,009,511, and consolidated net cash flows used in operations of $4,408,397.
      Our operations are not an adequate source of cash to fund future operations,
      and
      these matters give rise to substantial doubt about our ability to continue
      as a
      going concern. In order to continue as a going concern, we will require
      additional financing. There can be no assurance that additional financing will
      be available to us when needed or, if available, that it can be obtained on
      commercially reasonable terms. Our ability to continue our operations will
      be
      dependant upon obtaining such further financing.





Cash
      flows generated from operating activities for fiscal year ended December 31,
      2007 were not sufficient to offset our operating expenditures. In connection
      with the Merger, on August 13, 2007, we completed a private placement, pursuant
      to which we issued 1,783,262 shares of common stock and four-year redeemable
      warrants to purchase 891,631 shares of common stock at an exercise price of
      $2.25 per share, for aggregate gross proceeds of $2,675,000. We raised net
      proceeds of $1,804,046 in the private placement after fees and expenses, which
      we have used to acquire additional content and to expand our distribution
      capabilities in the United States, Europe and Asia Pacific, as well as for
      product development and working capital.





In
      order
      to increase our liquidity, on April 22, 2008, g8wave, Inc., (the “Borrower”),
      entered into a Revolving Credit and Security Agreement (the “Loan Agreement”)
      with PMCG Management Company, LLC (the “Lender”). Mr. Mindich, an officer,
      director, and stockholder of the the Company, has a significant ownership
      interest in, and is a director of, the Lender.




Pursuant
      to the terms of the Loan Agreement, at the Borrower’s request and in the
      Lender’s sole discretion, the Lender will make loans to the Borrower in an
      aggregate principal amount at any time outstanding not to exceed $250,000,
      which
      amount is subject to increase at the Lender’s discretion. Each loan will bear
      interest at the Prime Rate (as reported from time to time in the Wall Street
      Journal) plus 2 percent per annum and will be calculated based on a 360 day
      year
      and actual days elapsed. Accrued interest is payable in arrears on the first
      business day of each month. Any amounts not paid when due bear interest at
      a
      default rate equal to the Prime Rate plus 5 percent. The loans and all other
      indebtedness owing to the Lender are secured by a lien on all or substantially
      all of the Borrower’s assets.





The
      loans, including all interest, fees, expenses and other amounts payable under
      the Loan Agreement, as well as any other indebtedness owing to the Lender,
      are
      payable within 10 days after a demand for payment is made by the Lender (the
      “Demand Period”). However, if the Company and Mr. Mindich enter into a
      definitive agreement for the sale by the registrant to Mr. Mindich of all of
      the
      Subsidiary Shares, the Demand Period will be extended to 20 days. The Borrower
      may prepay the loans at any time.





14




We
      believe that the amounts available to us under the Loan Agreement will be
      sufficient to continue our operations for a period of approximately 30 days,
      and
      it will be necessary for us to secure additional financing in the near future
      to
      support our operations and to meet our anticipated liquidity requirements.  We
      may be
      unable to raise sufficient additional capital when we need it or to raise
      capital on reasonable terms. Any sale of equity or convertible debt securities
      in the future may be dilutive to our current stockholders’ ownership interests,
      and debt financing arrangements, if available, may require us to pledge certain
      assets and enter into covenants that could restrict certain business activities
      or our ability to incur further indebtedness and may contain other terms that
      are not favorable to us or our stockholders. If we are unable to obtain adequate
      funds on reasonable terms, we may be required to curtail operations
      significantly or to obtain funds by entering into financing agreements on
      unattractive terms.





Our
      ability to raise additional capital may be adversely affected by the fact that
      the audit report prepared by our independent registered public accounting firm
      relating to our financial statements for the year ended December 31, 2007
      includes a going concern qualification. The Company does not currently have
      any
      firm commitments for additional capital. If we are not able to secure additional
      funds, we will likely need to file for protection under applicable bankruptcy
      laws.




For
      more
      information about our liquidity and going concern issues and on the risks
      associated with our capital requirements, you should review carefully the
      section entitled “Risk Factors” beginning on page 17 of
      this
      Annual Report on Form 10-KSB.




**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
      expenditure or capital resources that is material to investors.




**Critical
      Accounting Policies and Estimates**




We
      rely
      on the use of estimates and make assumptions that impact our financial condition
      and results. These estimates and assumptions are based on historical results
      and
      trends as well as our forecasts as to how results and trends might change in
      the
      future. Although we believe that the estimates we use are reasonable, actual
      results could differ from those estimates.




We
      believe that the accounting policies described below are critical to
      understanding our business, results of operations and financial condition
      because they involve more significant judgments and estimates used in the
      preparation of our consolidated financial statements. An accounting policy
      is
      deemed to be critical if it requires an accounting estimate to be made based
      on
      assumptions about matters that are highly uncertain at the time the estimate
      is
      made, and any changes in the different estimates that could have been used
      in
      the accounting estimates that are reasonably likely to occur periodically could
      materially impact our consolidated financial statements.




Our
      most
      critical accounting policies and estimates that may materially impact our
      results of operations include:




***Revenue
      Recognition***




The
      accounting related to revenue recognition in the digital media and multimedia
      broadcast industry is complex and affected by interpretations of the rules
      and
      an understanding of various industry practices, both of which are dynamic in
      nature and subject to change. As a result, revenue recognition accounting rules
      require us to make significant judgments. Yet, at a minimum we consistently
      apply the guidelines for revenue recognition established in SEC Staff Accounting
      Bulleting No. 104 “Revenue Recognition in Financial Statements.” These
      guidelines establish that revenue can be recognized when persuasive evidence
      of
      an arrangement exists, the goods or service has been shipped, all significant
      contractual obligations have been satisfied, the fee is fixed or determinable
      and collection is reasonably assured.




15




Revenue
      is recognized in the period in which the service is provided for
      telecommunications services. Revenue from mobile marketing services is
      recognized on the completed-contract basis when the services are completed
      and
      accepted by the customer. The completed-contract method is used because our
      contracts for these types of services are typically either short-term in
      duration or management is unable to make reasonably dependable estimates of
      the
      costs of the contracts.




**** ***Income
      Taxes***




Income
      taxes are accounted for using the liability method in accordance with SFAS
      No.
      109, Accounting for Income Taxes. Deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets and liabilities
      and
      their respective tax bases and operation loss and tax credit carry forwards.
      Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. The effect on deferred
      tax
      assets and liabilities of a change in tax rates is recognized in income in
      the
      period that includes the enactment date. We continue to record a valuation
      allowance for the full amount of deferred income taxes, which would otherwise
      be
      recorded for tax benefits related to operating loss carry forwards, as
      realization of such deferred tax assets cannot be determined to be more likely
      than not likely.




***Accounting
      for Stock-Based Compensation***




We
      adopted the provisions of Statement of Financial Accounting Standards No. 123R
      (“SFAS No. 123R”), Share-Based Payment, as supplemented by the interpretation
      provided by SEC Staff Accounting Bulletin No. 107, issued in March 2005. (SFAS
      No. 123R replaced SFAS No. 123, Stock-Based Compensation (“SFAS No. 123”),
      issued in 1995.) Under this method, the fair value of all common stock granted
      or modified after adoption must be recognized in the statement of operations
      and
      total compensation cost related to non-vested awards not yet recognized,
      determined under the original provisions of SFAS No. 123, must also be
      recognized in the statement of operations.




***Foreign
      Currency Translation***




For
      foreign operations with the local currency as the functional currency, assets
      and liabilities are translated from the local currencies into U.S. dollars
      at
      the exchange rate prevailing at the balance sheet date. Revenue, expenses,
      and
      cash flows are translated at the average exchange rate for the period to
      approximate translation at the exchange rate prevailing at the dates those
      elements are recognized in the financial statements. Translation adjustments
      resulting from the process of translating the local currency financial
      statements into U.S. dollars are included in determining comprehensive loss.
      As
      of December 31, 2007 and 2006, the exchange rate for the United Kingdom pound
      was $1.9973 U.S. and $1.9591 U.S., respectively, for ₤1.00.




The
      functional currency of g8wave UK is the local currency. The financial statements
      of g8wave UK are translated to U.S. dollars using period-end rates of exchange
      for assets and liabilities, and the average rate of exchange for the period
      for
      revenue, costs and expenses. Net gains and losses resulting from foreign
      exchange transactions are included in the consolidated statements of
      operations.




**Impact
      of Recently Issued Accounting Pronouncements**




In
      September 2006, the FASB issued Statement of Financial Standards No. 157, Fair
      Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value,
      establishes a framework for measuring fair value in accordance with accounting
      principles generally accepted in the United States, and expands disclosures
      about fair value measurements. SFAS No. 157 does not require any new fair value
      measurements; rather, it applies under other accounting pronouncements that
      require or permit fair value measurements. The provisions of SFAS No. 157 are
      effective for fiscal years beginning after November 15, 2007. We do not expect
      the adoption of SFAS No. 157 to have a material impact on our financial position
      or results of operations.




16




In
      September 2006, the SEC issued Staff Accounting Bulletin 108, Considering the
      Effects of Prior Year Misstatements When Quantifying Misstatements in Current
      Year Financial Statements (“SAB 108”), which eliminates the diversity in
      practice surrounding the quantification and evaluation of financial statement
      errors. The guidance outlined in SAB 108 is effective for us in 2008 and is
      consistent with our historical practices for assessing such matters when
      circumstances have required such an evaluation. Accordingly, we do not believe
      that adoption of SAB 108 will have any impact on us.




In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities
      to choose to measure many financial instruments and certain other items at
      fair
      value and establishes presentation and disclosure requirements designed to
      facilitate comparisons between entities that choose different measurement
      attributes for similar types of assets and liabilities. SFAS No. 159 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. We are assessing the impact the adoption of SFAS No. 159
      will
      have on our financial position and results of operations for fiscal
      2008.




In
      May
      2007, the FASB issued FSP FIN No. 46R-7, "Application of FASB Interpretation
      No.
      46(R) to Investment Companies." FSP FIN No. 46R-7 amends the scope of the
      exception to FIN No. 46R to state that investments accounted for at fair value
      in accordance with the specialized accounting guidance in the American Institute
      of Certified Public Accountants Audit and Accounting Guide, Investment
      Companies, are not subject to consolidation under FIN No. 46R. This
      interpretation is effective for fiscal years beginning on or after December
      15,
      2007.




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations” (“SFAS No. 141R”). SFAS No. 141R is a revision to SFAS No. 141 and
      includes substantial changes to the acquisition method used to account for
      business combinations (formerly the “purchase accounting” method), including
      broadening the definition of a business, as well as revisions to accounting
      methods for contingent consideration and other contingencies related to the
      acquired business, accounting for transaction costs, and accounting for
      adjustments to provisional amounts recorded in connection with acquisitions.
      SFAS No.141R retains the fundamental requirement of SFAS No. 141 that the
      acquisition method of accounting be used for all business combinations and
      for
      an acquirer to be identified for each business combination. SFAS No. 141R is
      effective for periods beginning on or after December 15, 2008, and will apply
      to
      all business combinations occurring after the effective date. The Company is
      currently evaluating the requirements of SFAS No. 141R.




The
      FASB
      also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial
      Statements - an amendment of Accounting Research Bulletin No. 51, Consolidated
      Financial Statements” in December 2007. This Statement amends ARB No. 51 to
      establish new standards that will govern the (1) accounting for and reporting
      of
      non-controlling interests in partially owned consolidated subsidiaries and
      (2)
      the loss of control of subsidiaries. Non-controlling interest will be reported
      as part of equity in the consolidated financial statements. Losses will be
      allocated to the non-controlling interest, and, if control is maintained,
      changes in ownership interests will be treated as equity transactions. Upon
      a
      loss of control, any gain or loss on the interest sold will be recognized in
      earnings. SFAS No. 160 is effective for periods beginning after December 15,
      2008. The Company is currently evaluating the requirements of SFAS No.
      160.




In
      March
      2008, the FASB issued Statement of Financial Accounting Standards 161 ("FAS
      161"), "Disclosures about Derivative Instruments and Hedging Activities-an
      amendment of FASB Statement No. 133." FAS 161 gives financial statement users
      better information about the reporting entity's hedges by providing for
      qualitative disclosures about the objectives and strategies for using
      derivatives, quantitative data about the fair value of and gains and losses
      on
      derivative contracts, and details of credit-risk-related contingent features
      in
      their hedged positions. FAS 161 is effective for financial statements issued
      for
      fiscal years beginning after November 15, 2008 and interim periods within those
      years. The Company does not expect the adoption of FAS 161 to have a material
      effect on the Company's financial statements.




**RISK
      FACTORS**




*You
      should carefully consider the following risks, together with the financial
      and
      other information contained in this Annual Report on Form 10-KSB. If any of
      the
      following risks actually occurs, our business, prospects, financial condition,
      results of operations and cash flows could be materially and adversely affected.
      In that case, the trading price of our common stock would likely decline and
      you
      may lose all or a part of your investment.*




17




**Risks
      Relating to Our Company and Business**




***Our
      independent registered public accounting firm has indicated substantial doubt
      about our ability to continue as a “going concern.” If we are unable to
      successfully implement our business plan and secure financing, we may be unable
      to continue as a going concern.***




The
      report of our independent registered public accounting firm for the fiscal
      year
      ended December 31, 2007, includes a “going concern” qualification. As discussed
      in Note 2 to the audited financial statements, we have suffered recurring losses
      from operations and a working capital deficiency that raise substantial doubt
      about our ability to continue as a going concern. We have incurred substantial
      net losses of $7,009,511 **** and
      $3,260,534 **** for
      the
      years ended December 31, 2007 and 2006, respectively.




We
      have
      financed our operations primarily through equity financings. The Company has
      used the proceeds received from private placements conducted in
      August **** 2007
      to
      acquire additional content and to expand our distribution capabilities in the
      United States and Europe, as well as for product development and working
      capital **** We did
      not generate enough cash flow from operations during the fiscal year ended
      December 31, 2007 to offset our operating expenses.





In
      order
      to increase our liquidity, on
      April
      22, 2008, g8wave, Inc., our wholly-owned subsidiary, entered into a Revolving
      Credit and Security Agreement (the “Loan Agreement”) with PMCG Management
      Company, LLC (the “Lender”).   Pursuant to the terms of the Loan
      Agreement, at our request and in the Lender’s sole discretion, the Lender will
      make loans to g8wave, Inc. in an aggregate principal amount at any time
      outstanding not to exceed $250,000, which amount is subject to increase at
      the
      Lender’s discretion.




We
      believe that the amounts available to us under the Loan Agreement will be
      sufficient to continue our operations for a period of approximately 30 days,
      and
      it will be necessary for us to secure additional financing in the near future
      to
      support our operations and to meet our anticipated liquidity requirements.  No
      assurances can be given that such financing will be available in sufficient
      amounts or at all. Our ability to continue operations will be dependant upon
      obtaining such further financing. These conditions raise substantial doubt
      about
      our ability to continue as a going concern. We currently have no firm
      commitments for any additional capital.





***If
      we cannot service our indebtedness under the Loan Agreement, the Lender may
      foreclose upon all or substantially all of our
      assets.***




Based
      on
      our prior operating history, it is unlikely that we will be able to meet our
      obligations under the Loan Agreement out of cash flows from operations, and
      we
      will therefore need to obtain replacement financing. There can be no assurance
      that we will be able to obtain such financing in sufficient amounts, on
      attractive terms, or at all. If we are not able to meet our obligations under
      the Loan Agreement, the Lender may choose to exercise its remedies under the
      Loan Agreement, including foreclosing on all or substantially all of our assets,
      which would have a material adverse effect on our ability to continue as a
      going
      concern.




***We
      have a history of losses that may continue in the foreseeable future.***




We
      have a
      history of losses and may continue to incur operating and net losses for the
      foreseeable future. Specifically, we had a net loss of $3,260,534 for the year
      ended December 31, 2006, and a net loss of $7,009,511 **** for
      the
      year ended December 31, 2007. As of December 31, 2007, our accumulated deficit
      was $10,196,529. Our losses to date have resulted primarily from selling and
      general and administrative costs relating to our operations. We believe that
      our
      ability to achieve profitability, if ever, will depend primarily on our ability
      to consummate mobile marketing relationships with major brands and advertisers.
      There can be no assurance that we will be profitable in the future, or that
      future revenue and operating results will not vary substantially or that the
      operating results will not be below the expectations of investors.




18




***We
      will need additional capital to fund operations and may not be able to obtain
      such capital on acceptable terms or at all.***




As
      of
      December 31, 2007, we had an accumulated deficit of $10,196,529. We have
      incurred net losses quarterly since the first quarter of 2006, and expect to
      continue to incur net losses for the foreseeable future. Because cash flow
      from
      operations will not be sufficient to fund our cash flow needs, we will require
      additional capital to fund our future acquisitions, service development,
      technological infrastructure and sales and marketing activities.




Our
      ability to obtain additional capital on acceptable terms or at all is subject
      to
      a variety of uncertainties, including:




·
            investors’
                perceptions of, and demand for, securities of telecommunications
                value-added services companies;




·
            conditions
                of the U.S. and other capital markets in which we may seek to raise
                funds;




·
            our
                future results of operations, financial condition and cash
                flows;




·
            governmental
                regulation of foreign investment in value-added telecommunications
                companies in particular countries;




·
            economic,
                political and other conditions in the United States, the United Kingdom,
                and other countries; and




·
            governmental
                policies relating to foreign currency
                borrowings.




We
      may be
      required to pursue sources of additional capital through various means,
      including joint venture projects and debt or equity financings. There is no
      assurance that we will be successful in locating a suitable financing
      transaction in a timely fashion or at all. In addition, there is no assurance
      that we will be successful in obtaining the capital we require by any other
      means. Future financings through equity investments are likely to be dilutive
      to
      the existing stockholders. Also, the terms of securities we may issue in future
      capital transactions may be more favorable for our new investors. Newly issued
      securities may include preferences, superior voting rights, the issuance of
      warrants or other derivative securities, and the issuances of incentive awards
      under equity employee incentive plans, which may have additional dilutive
      effects. Further, we may incur substantial costs in pursuing future capital
      and/or financing, including investment banking fees, legal fees, accounting
      fees, printing and distribution expenses and other costs. We may also be
      required to recognize non-cash expenses in connection with certain securities
      we
      may issue, such as convertible notes and warrants, which will adversely impact
      our financial condition and results of operations. If
      the
      Company raises capital through debt financing, it may be forced to accept
      restrictions affecting its liquidity, including restrictions on its ability
      to
      incur additional indebtedness or pay dividends.




Our
      ability to raise additional capital may be adversely affected by the fact that
      the audit report prepared by our independent registered public accounting firm
      relating to our financial statements for the year ended December 31, 2007
      includes a going concern qualification.




The
      perceived risk associated with the possible sale of a large number of our common
      stock could cause some of our shareholders to sell their stock, thus causing
      the
      price of our stock to decline. In addition, actual or anticipated downward
      pressure on our stock price due to actual or anticipated sales of stock could
      cause some institutions or individuals to engage in short sales of our common
      stock, which may itself cause the price of our stock to decline. If our stock
      price declines, we may be unable to raise additional capital. Significant
      declines in the price of our common stock could also impair our ability to
      attract and retain qualified employees and reduce the liquidity our common
      stock.




If
      we
      cannot raise additional funds on favorable terms or at all, we may not be able
      to carry out all or parts of our growth strategy to acquire assets, technologies
      and businesses that are complementary to our existing business or necessary
      to
      maintain our growth and competitiveness or to fund operations. If the amount
      of
      capital we are able to raise from financing activities, together with our
      revenues from operations, is not sufficient to satisfy our capital needs, even
      to the extent that we reduce our operations accordingly, we may be required
      to
      cease operations.




19




***Because
      our share price has been volatile, we may be the target of securities
      litigation, which is costly and time-consuming to
      defend.***




In
      the
      past, where a company’s securities have experienced periods of volatility in the
      market price, shareholders have been known to institute securities litigation
      against those companies. Any securities litigation instituted against us could
      result in substantial costs and a diversion of our management attention and
      resources, which would significantly harm our profitability and
      reputation.




The
      market price of our common stock is likely to be highly volatile and could
      fluctuate widely in price in response to various factors, many of which are
      beyond our control, including the following:




·
            changes
                in the wireless technology industry and
                markets;




·
            competitive
                pricing pressures;




·
            our
                ability to obtain working capital
                financing;




·
            technological
                innovations or new competitors in our
                market;




·
            additions
                or departures of key personnel;




·
            limited
                “public float” following the Merger, with our common stock held by a small
                number of persons whose sales or lack of sales could result in positive
                or
                negative pricing pressure on the market price for our common
                stock;




·
            sales
                of our common stock;




·
            our
                ability to execute our business
                plan;




·
            operating
                results that fall below
                expectations;




·
            loss
                of any strategic relationship;




·
            industry
                or regulatory developments;




·
            economic
                and other external factors; and




·
            period-to-period
                fluctuations in our financial
                results.




In
      addition, the securities markets have from time to time experienced significant
      price and volume fluctuations that are unrelated to the operating performance
      of
      particular companies. These market fluctuations may also materially and
      adversely affect the market price of our common stock.




***We
      may face increasing competition, which could reduce our market share and
      materially adversely affect our financial condition and results of
      operations.***




The
      market for wireless content is highly competitive. We expect that the
      competition will increase as the market grows. We sell proprietary content
      though our distribution channel with local carriers in the form of “on-deck”
content offerings. The types of mobile content offered are exclusive content
      produced in-house, licensed content from the music industry and non-exclusive
      third-party content. We compete by offering a complete mobile channel solution
      (games and media), quality of content, including its freshness and innovative
      differentiation, relationships with wireless carriers, the ability to have
      the
      content placed in the upper tiers of the handset menus and the number of
      carriers who offer the content.




20




We
      compete with original content providers including games and music. Our primary
      competitors for original game content are Jamdat, Mforma, Sorrent and THQ.
      Our
      primary competitors for original media/music content are Blingtones, Fatih,
      Moviso, Tutch, Yahoo, Yamaha, Zingy and Ztango. Many of these competitors have
      released significantly more content to date than us. Our select aggregator
      competitors are m-Qube, Motricity, Mobile 365, Air2Web, and OpenMarket. Many
      of
      these competitors have a broader content offering and have substantially greater
      financial resources than we do. In the future, likely competitors may include
      other major content aggregators, wireless software providers and other pure-play
      wireless entertainment publishers. Wireless carriers may also decide to develop
      and distribute their own wireless entertainment applications. If carriers enter
      the wireless entertainment applications market, they may refuse to distribute
      some or all of our applications or may deny us access to all or part of their
      networks. Such entry by the carriers into the wireless market or their
      restricting or denying our access to their networks could have a material
      adverse effect on our business.




We
      offer
      mobile marketing services to a number of clients, including brands such as
      Snapple, Rawlings and Qdoba. Many branded consumer product companies have a
      mobile/web advertising campaign. Competitors in this sector include AdMob,
      Third
      Screen Media, Enpocket, Cellfire, Crisp Wireless, Ipsh!, and Flytxt. Although
      we
      believe our ability to leverage our branded services and provide a comprehensive
      product and distribution approach for our branded channel allows us to compete
      in this sector, there can be no assurances that we will be able to continue
      to
      successfully compete in this sector.




Some
      of
      our competitors’ advantages over us in both the areas of mobile content and
      marketing services include the following:




·
            substantially
                greater revenues and financial
                resources;




·
            stronger
                brand names and consumer
                recognition;




·
            the
                capacity to leverage their marketing expenditures across a broader
                portfolio of wireless and non-wireless
                products;




·
            pre-existing
                relationships with brand holders;




·
            more
                resources to make acquisitions;




·
            lower
                labor and development costs; and




·
            broader
                geographic presence.




We
      face
      different market dynamics and competition outside the United States. In some
      international markets, our competitors have greater brand recognition and
      broader distribution than we have. We may not be as successful as our
      competitors in generating revenues in international markets due to our inability
      to provide applications that are attractive to the local market, the lack of
      recognition of our brand, or other factors. Developing user interfaces that
      are
      compatible with other languages or cultures could be expensive. As a result,
      our
      international expansion efforts may be more costly and less profitable than
      we
      expect.




If
      we are
      not as successful as our competitors in our target markets, our sales could
      decline, our margins could be negatively impacted and we could lose market
      share, any of which could materially harm our business, prospects, financial
      condition, results of operations and cash flows.




***The
      market for our products and services are subject to technological change. Our
      failure to keep pace with technological changes could lead to less demand for
      our products and services, loss of market shares and reduced
      revenues.***




21




The
      market for our products and services is characterized by rapid change, evolving
      industry standards and frequent introductions of new technological developments.
      These new standards and developments could make our existing or future products
      or services obsolete. Keeping pace with the introduction of new standards and
      technological developments could result in additional costs or prove difficult
      or impossible. The failure to keep pace with these changes and to continue
      to
      enhance and improve the responsiveness, functionality and features of our
      products and services could harm our ability to attract and retain users and
      result in the loss of market share and reduction of revenues, which would have
      a
      material adverse effect on our business, financial condition, results of
      operations and cash flows.




***We
      face risks associated with currency exchange rate
      fluctuations.***




Although
      we currently transact business primarily in U.S. dollars and British pounds,
      a
      larger portion of our revenues may be denominated in other foreign currencies
      as
      we expand our international operations. Conducting business in currencies other
      than U.S. dollars subjects us to fluctuations in currency exchange rates that
      could have a negative impact on our operating results. Fluctuations in the
      value
      of the U.S. dollar relative to other currencies impact our revenues, cost of
      revenues and operating margins and result in foreign currency translation gains
      and losses. Historically, we have not engaged in exchange rate hedging
      activities. Although we may in the future implement hedging strategies to
      mitigate this risk, these strategies may not eliminate our exposure to foreign
      exchange rate fluctuations.




***Future
      acquisitions may have an adverse effect on our ability to manage our
      business.***




Selective
      acquisitions currently form part of our strategy to further expand our business.
      If we are presented with appropriate opportunities, we may acquire additional
      businesses, technologies, services or products that are complementary to our
      core wireless services business. Future acquisitions and the subsequent
      integration of new companies into ours would require significant attention
      from
      our management, in particular, to ensure that the acquired business does not
      disrupt our relationships with the mobile operators, affect our users’ opinion
      of our services and customer support, and is effectively integrated with our
      existing operations and wireless services.




Future
      acquisitions would also expose us to potential risks, including risks associated
      with the assimilation of new operations, services and personnel, unforeseen
      or
      hidden liabilities, the diversion of resources from our existing businesses
      and
      technologies, the inability to generate sufficient revenue to offset the costs
      and expenses of acquisitions and potential loss of, or harm to, relationships
      with employees and content providers as a result of integration of new
      businesses. Given the sophisticated technologies used in the wireless services
      industry, the successful, cost-effective integration of other businesses’
technology platforms and services into our own would also be a critical, and
      highly complex, aspect of any acquisition. The diversion of our management’s
      attention and any difficulties encountered in any integration process could
      have
      a material adverse effect on our ability to manage our business.




***If
      we are not able to manage our growth, we may never achieve profitability.***




Our
      success will depend on our ability to expand and manage our operations and
      facilities. There can be no assurance that we will be able to manage our growth,
      meet the staffing requirements for our business or for **** additional
      collaborative relationships or successfully assimilate and train new employees.
      In addition, to manage our growth effectively, we may be required to expand
      our
      management base and enhance our operating and financial systems. If we continue
      to grow, there can be no assurance that the management skills and systems
      currently in place will be adequate or that we will be able to manage any
      additional growth effectively. Failure to achieve any of these goals could
      have
      a material adverse effect on our business, financial condition or results of
      operations.




***We
      face risks associated with managing international
      operations.***




Almost
      all of our operations are conducted outside of the United States, in the United
      Kingdom, and we currently intend to expand to other developing and emerging
      markets. There are a number of risks inherent in doing business in such overseas
      markets, including the following:




22




·
            unfavorable
                political or economical factors;




·
            fluctuations
                in foreign currency exchange rates;




·
            potentially
                adverse tax consequences;




·
            unexpected
                legal or regulatory changes;




·
            lack
                of sufficient protection for intellectual property
                rights;




·
            difficulties
                in recruiting and retaining personnel, and managing international
                operations; and




·
            less
                developed infrastructure.




Our
      inability to manage successfully the risks inherent in our international
      activities could adversely affect us. In addition, although we currently plan
      to
      continue to expand our business worldwide and increase overseas sales, because
      of the risks associated with conducting an international operation (including
      the risks listed above), there can be no assurances that our overseas expansion
      will be successful.




***We
      will need to acquire and retain content.***




We
      will
      need to commit considerable time, effort, and resources to develop and acquire
      additional content, beyond that which we already possess. Our development and
      production efforts are subject to all of the risks inherent in the development
      and acquisition of new content, including unexpected delays, expenses, technical
      problems and difficulties, as well as the possible insufficiency of funds to
      complete satisfactory development and acquisitions, which could result in
      abandonment or substantial change in content.




We
      currently derive a portion of our revenues from the sale of various types of
      content created by third parties. In particular, we currently have licensing
      and
      other agreements with certain artists, including Metallica, DMC Enterprises,
      Paid Celebrity Services, Rockapella, 311, Linkin Park, Mandy Moore, Sara Evans
      and Taylor Hicks. Under such agreements, the artists authorize the inclusion
      of
      their content in one or more of our services in exchange for a percentage of
      our
      revenues or a royalty or a fixed fee payment which we pay directly to the
      artist. Such agreements are usually non-exclusive and have terms ranging from
      six months to four years. In addition, some agreements can be renewed by the
      parties for additional successive terms indefinitely. There can be no assurances
      that we will be able to successfully negotiate new agreements or renew existing
      agreements with content providers on terms favorable to us or at all, or that
      such content providers will not enter into similar agreements with our
      competitors. If we are not able to maintain our relationships with current
      providers or develop relationships with new content providers, our business
      may
      be materially and adversely affected.




***We
      depend on our relationships with wireless carriers for a significant portion
      of
      our revenues.***




A
      significant source of our revenues is derived from our relationships with
      wireless carriers. Our arrangements with such carriers provide that end users
      are charged a one-time fee for the supply of services on their mobiles which
      is
      billed to them on their mobile phone bills through the carriers. The wireless
      carriers retain a percentage of the fee and remit the balance to us. If
      required, we then share a portion of this amount with media partners who promote
      the services. Our carrier relationships include some of the largest wireless
      carriers in the world including O2, Orange, Vodafone and T Mobile accounting
      for
      approximately 12.3%, 11.0%, 10.4%, and 5.2%, respectively, of our total revenues
      for the fiscal year ended December 31, 2007. Our failure to successfully
      negotiate additional carrier agreements with wireless carriers on favorable
      terms or to maintain our current or future carrier relationships could have
      a
      materially adverse effect on our revenues. There can be no assurances that
      we
      will be able to successfully negotiate new agreements or renew existing
      agreements with carriers on terms favorable to us, or at all. Wireless carriers
      may also decide to develop and distribute their own wireless entertainment
      applications. If carriers enter the wireless entertainment applications market,
      they might refuse to distribute some or all of our applications or may deny
      us
      access to all or part of their networks.




23




***If
      we lose our key personnel or are unable to attract and retain additional
      qualified personnel, the quality of our services may decline and our business
      may be adversely impacted.***




We
      rely
      heavily on the expertise, experience and continued services of our senior
      management, including our president and chief executive officer, chairman and
      chief strategy officer, and chief financial officer. The loss of any of our
      senior management or other key personnel could adversely impact our ability
      to
      achieve our business objectives. We believe our future success will depend
      upon
      our ability to retain these key employees and our ability to attract and retain
      other skilled personnel. We cannot guarantee that any employee will remain
      employed by us for any definite period of time and the loss of personnel could
      have a material adverse effect on our business and the Company. Qualified
      employees periodically are in great demand and may be unavailable in the time
      frame required to satisfy our customers’ requirements. Expansion of our business
      could require us to employ additional personnel. We expect competition for
      such
      personnel to increase as the markets for wireless services expand. There can
      be
      no assurance that we will be able to attract and retain sufficient numbers of
      highly skilled employees in the future. The loss of personnel or our inability
      to hire or retain sufficient personnel at competitive rates could impair the
      growth of our business.




***Public
      company compliance may make it more difficult to attract and retain officers
      and
      directors.***




The
      Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and new rules subsequently
      implemented by the SEC have required changes in the corporate governance
      practices of public companies. We expect these new rules and regulations to
      increase our compliance costs in 2008 and beyond and to make certain activities
      more time consuming and costly. We also expect that these new rules and
      regulations may make it more difficult and expensive for us to obtain director
      and officer liability insurance and we may be required to accept reduced policy
      limits and coverage or incur substantially higher costs to obtain the same
      or
      similar coverage. As a result, it may be more difficult for us to attract and
      retain qualified persons to serve on our board of directors or as executive
      officers.




***Because
      we are not yet required to comply with rules requiring the adoption of certain
      corporate governance measures, our stockholders have limited protections against
      interested director transactions, conflicts of interest and similar matters.***




The
      Sarbanes-Oxley Act, as well as rule changes proposed and enacted by the SEC,
      the
      New York Stock Exchange, the American Stock Exchange and the Nasdaq Stock Market
      as a result of the Sarbanes-Oxley Act, require the implementation of various
      measures relating to corporate governance. These measures are designed to
      enhance the integrity of corporate management and the securities markets and
      apply to securities that are listed on those exchanges. Because we are not
      presently required to comply with many of the corporate governance provisions,
      we have not yet adopted these measures. Although we intend to operate our
      company in accordance with Delaware corporate and other applicable law, the
      requirements of those laws are not as protective to investors as those required
      by the above markets.




***W*** ***e
      are a holding company that depends on cash flow from our wholly-owned*** ***subsidiar*** ***y
      to meet our obligations.***




We
      are a
      holding company with no material assets other than the stock of our wholly-owned
      subsidiary. Accordingly, all our operations will be conducted by g8wave, Inc.
      our wholly-owned subsidiary, and its subsidiary g8wave UK. We currently expect
      that the earnings and cash flows of our subsidiary will be retained and used
      by
      us in our operations.




***All
      of our liabilities survived the Merger and we may have undisclosed liabilities
      that could have a negative impact on our financial
      condition.***




Before
      the Merger, certain due diligence activities on International Food and Wine
      Consultants, Inc. and g8wave, Inc. were performed. The due diligence process
      may
      not have revealed all liabilities (actual or contingent) of International Food
      and Wine Consultants, Inc. or g8wave, Inc. that existed or which may arise
      in
      the future relating to either of such entities’ activities before the
      consummation of the Merger. Any remaining liabilities could harm our financial
      condition and results of operations.




24




**Risks
      Related to Our Industry**




***Unexpected
      network failure or interruptions, security breaches or computer virus attacks
      could impair our ability to provide our services, which could damage our
      reputation and harm our business operations.***




Any
      failure to maintain the satisfactory performance, reliability, security and
      availability of our network infrastructure may cause significant harm to our
      reputation and our ability to attract and maintain users. Our network systems
      are vulnerable to damage from fire, flood, power loss, telecommunications
      failures, computer viruses, hackings and similar events. Any network
      interruption or inadequacy that causes interruptions in the availability of
      our
      services or deterioration in the quality of access to our services could reduce
      our user satisfaction and competitiveness. In addition, any security breach
      caused by hacking, which involves efforts to gain unauthorized access to
      information or systems, or to cause intentional malfunctions or loss or
      corruption of data, software, hardware or other computer equipment, and the
      inadvertent transmission of computer viruses could adversely affect us. We
      do
      not maintain insurance policies covering losses relating to our systems and
      we
      do not have business interruption insurance. Although we typically outsource
      portions of our infrastructure to major global providers, such as SingTel,
      AT&T or BSNL, who generally provide system back-up in case of disaster under
      their terms of service of such failure, there can be no assurances that service
      interruption would not occur.




***The
      growth of our business may be adversely affected due to public concerns over
      the
      security and privacy of confidential user
      information.***




The
      growth of our business may be inhibited if the public concern over the security
      and privacy of confidential user information transmitted over the Internet
      and
      wireless networks is not adequately addressed. Our services may decline and
      our
      business may be adversely affected if significant breaches of network security
      or user privacy occur. We also follow “opt-in” and self-selection guidelines as
      a matter of company policy, which require consumers to specifically select
      or
“opt in” for any mobile products or services, as well as complying with “do not
      call” regulations in all jurisdictions in which we operate. These procedures and
      regulations may further limit our ability to generate new business and
      revenue.




***Actual
      or perceived security vulnerabilities in mobile phones could adversely affect
      our revenues.***




Maintaining
      the security of mobile phones and wireless networks is critical for our
      business. There are individuals and groups who develop and deploy viruses,
      worms
      and other malicious software programs that may attack wireless networks and
      mobile phones. Recently, security experts identified what appears to be the
      first computer “worm” program targeted specifically at mobile phones. The worm,
      entitled “Cabir,” targets mobile phones running the Symbian® operating system.
      While the “Cabir” worm has not been widely released and we believe presents
      little immediate risk to our business, we believe future threats could lead
      some
      customers to seek to return our applications, reduce or delay future purchases
      or reduce or delay the use of their mobile phones. Wireless carriers and mobile
      phone manufacturers may also increase their expenditures on protecting their
      wireless networks and mobile phone products from attack, which could delay
      adoption of new mobile phone models. Any of these activities could adversely
      affect our results of operations and financial condition.




***Changes
      in government regulation of the media and wireless communications industries
      may
      adversely affect our business.***




It
      is
      possible that laws and regulations may be adopted in the United States and
      elsewhere which could restrict the media and wireless communications industries,
      including customer privacy, taxation, content suitability, copyright,
      distribution and antitrust. Furthermore, the growth and development of the
      market for electronic commerce may prompt calls for more stringent consumer
      protection laws that may impose additional burdens on companies such as ours
      conducting business through wireless carriers. Changes in current laws or
      regulations or the imposition of new laws and regulations in the United States
      or elsewhere regarding the media and wireless communications industries may
      lessen the growth of wireless communications services and may materially reduce
      our ability to increase or maintain sales of our applications and otherwise
      generate revenue. Tax environments that are currently favorable to wireless
      services, for example, in South and East Asia, could change adversely over
      time.




25




***A
      decline in, or limitation on, the use of mobile phones would negatively impact
      our business.***




A
      number
      of public and private entities have begun to restrict the use of mobile phones
      on their premises. For example, many places of worship, restaurants, hospitals,
      medical offices, libraries, museums, concert halls and other private and public
      businesses restrict the use of mobile phones due to privacy concerns, the
      inconvenience caused by mobile phone users to other patrons and the disruption
      mobile phones may cause to other electronic equipment at these locations.




Legislation
      has also been proposed in the U.S. Congress and by many states and
      municipalities to restrict or prohibit the use of mobile phones while driving
      motor vehicles. Some states and municipalities in the United States have already
      passed laws restricting the use of mobile phones while driving, and similar
      laws
      have been enacted in other countries. These laws and other potential laws
      prohibiting or restricting the use of mobile phones could reduce demand for
      mobile phones generally and, accordingly, the demand for our applications,
      which
      could reduce our ability to increase or maintain sales of our applications
      and
      otherwise generate revenue.




A
      number
      of studies have examined the health effects of mobile phone use and the results
      of some of the studies have been interpreted as evidence that mobile phone
      use
      causes adverse health effects. The establishment of a link between the use
      of
      mobile phone services and health problems, and any media reports suggesting
      such
      a link, could reduce demand for mobile phones and, accordingly, the demand
      for
      our applications.




***Our
      business depends on the growth and maintenance of the wireless communications
      infrastructure.***




Our
      success will depend on the continued growth and maintenance of the wireless
      communications infrastructure in the United States, the United Kingdom, and
      around the world. This includes deployment and maintenance of reliable
      next-generation digital networks with the necessary speed, data capacity and
      security for providing reliable wireless communications services. Wireless
      communications infrastructure may be unable to support the demands placed on
      it
      if the number of customers continues to increase, or if existing or future
      customers increase their bandwidth requirements. If the continued growth and
      maintenance of wireless communications services is unable to keep up with
      demand, our business may be adversely affected.




***Our
      products may infringe upon the intellectual property rights of others and
      resulting claims against us could be costly and require us to enter into
      disadvantageous license or royalty arrangements.***




The
      mobile media sector is characterized by the existence of a large number of
      patents and frequent litigation based on allegations of patent infringement
      and
      the violation of intellectual property rights. Although we attempt to avoid
      infringing upon known proprietary rights of third parties, we may be subject
      to
      legal proceedings and claims for alleged infringement by us or our licensees
      of
      third-party proprietary rights, such as patents, trade secrets, trademarks
      or
      copyrights, from time to time in the ordinary course of business. Any claims
      relating to the infringement of third-party proprietary rights, even if not
      successful or meritorious, could result in costly litigation, divert resources
      and our management’s attention or require us to enter into royalty or license
      agreements which are not advantageous to us. In addition, parties making these
      claims may be able to obtain injunctions, which could prevent us from selling
      our products. Any of these results could harm our business. We may be
      increasingly subject to infringement claims as the number of features of our
      products grow.




***We
      may be unable to protect the intellectual property rights of the third parties
      from whom we license certain of our intellectual property or with whom we have
      entered into other strategic relationships, which could negatively impact our
      competitive advantage.***




Certain
      of our intellectual property rights are currently licensed from third parties
      and, in the future, we intend to continue to license intellectual property
      from
      key strategic partners. We are, and will continue to be, reliant upon such
      third
      parties to protect their intellectual property rights. Such third parties may
      not protect the intellectual property rights that we license from them and
      we
      may be unable defend such intellectual property rights on our own or we may
      have
      to undertake costly litigation to defend the intellectual property rights of
      such third parties. There can be no assurances that we will continue to have
      proprietary rights to any of the intellectual property that we license from
      such
      third parties or otherwise have the right to use through similar strategic
      relationships. Any loss or limitations on use with respect to our right to
      use
      such intellectual property licensed from third parties or otherwise obtained
      from third parties or with whom we have entered into strategic relationships
      could negatively impact our competitive advantage.




26




***We
      may be unable to protect our intellectual property, which could reduce the
      value
      of our services and our brand.***




Our
      ability to compete effectively depends on our ability to protect our proprietary
      technologies, content and processes. We may not be able to safeguard and
      maintain our proprietary rights. Any infringement by third parties on our
      intellectual property could have a negative impact on our business and have
      an
      adverse effect on the price of our common stock.




**Risks
      Relating to Our Common Stock**




***Management
      has identified material weaknesses in our internal controls over financial
      reporting, which may adversely effect our ability to timely report our financial
      results accurately or to prevent fraud. Any inability to report and file our
      financial results accurately and timely could harm our business and adversely
      impact the trading price of our stock.***




Effective
      internal controls are necessary for us to provide reliable financial reports
      and
      prevent fraud. If we cannot provide reliable financial reports or prevent fraud,
      we will not be able to manage our business effectively and our business and
      reputation with investors would be harmed materially. Any such inability to
      maintain effective controls or loss of confidence may have a material adverse
      effect on our financial condition, results of operation and access to
      capital.




In
      evaluating the effectiveness of our internal control over financial reporting,
      our management used the criteria set forth by Generally Accepted Accounting
      Principles (GAAP). Based
      on
      this evaluation, our management concluded that, as of December 31, 2007, our
      internal control over financial reporting was not effective based on those
      criteria. The following material weaknesses were identified from our
      evaluation:





·
            Due
                to our small size and limited financial resources, our chief financial
                officer had been the only individual involved in the preparation
                of all
                financial disclosures. As a result, there is no segregation of duties
                with
                regard to the preparation of financial disclosures.




·
            Due
                to our small size, we do not have the required expertise in-house
                to
                account for our deferred tax assets and liabilities.




In
      order
      to remedy these weaknesses, we have utilized, and have budgeted funds to
      continue to retain, outside consulting services to review financial disclosures
      and account for our deferred tax assets and liabilities. We will continue to
      periodically review our disclosure controls and procedures and internal control

      over financial reporting and make modifications from time to time considered
      necessary or desirable.




***Because
      we became public by means of a reverse merger, we may not be able to attract
      the
      attention of major brokerage firms.***




There
      may
      be risks associated with our becoming public through a “reverse merger” rather
      than through an offering underwritten by a major brokerage firm. Securities
      analysts of major brokerage firms may not provide coverage of our company since
      there is no incentive to brokerage firms to recommend the purchase of our common
      stock. No assurance can be given that brokerage firms will, in the future,
      want
      to conduct any secondary offerings on our behalf or otherwise cover our
      company.




27




***Our
      common stock may be deemed a “penny stock”, which would make it more difficult
      for our investors to sell their shares.***




Our
      common stock may be subject to the “penny stock” rules adopted under Section
      15(g) of the Exchange Act. The penny stock rules apply to non-Nasdaq listed
      companies whose common stock trades at less than $5.00 per share or that have
      tangible net worth of less than $5,000,000 ($2,000,000 if the company has been
      operating for three or more years). These rules require, among other things,
      that brokers who trade penny stock to persons other than “established customers”
complete certain documentation, make suitability inquiries of investors and
      provide investors with certain information concerning trading in the security,
      including a risk disclosure document and quote information under certain
      circumstances. Many brokers have decided not to trade penny stocks because
      of
      the requirements of the penny stock rules and, as a result, the number of
      broker-dealers willing to act as market makers in such securities is limited.
      If
      we remain subject to the penny stock rules for any significant period, it could
      have an adverse effect on the market, if any, for our securities. If our
      securities are subject to the penny stock rules, investors will find it more
      difficult to dispose of our securities.




***Our
      directors, executive officers and affiliates can exert significant control
      over
      our business and affairs and may have actual or potential interests that depart
      from our other stockholders.***




Our
      directors and our executive officers, together with their affiliates, own or
      control an aggregate of over 74% of our issued and outstanding common stock,
      which percentage may increase in the event that they exercise any of the options
      or warrants that they may hold or in the future are granted, or exercise any
      convertible securities or acquire additional shares of our common stock. The
      interests of such persons may differ from the interests of other stockholders.
      Such stockholders will have significant influence over all corporate actions
      requiring stockholder approval, irrespective of how our other stockholders
      may
      vote, including the following actions:




·
            election
                of our directors;




·
            amendment
                of our Certificate of Incorporation or By-laws;
                and




·
            mergers,
                sale of assets or other corporate
                transactions.




Concentrations
      of stock ownership among a few stockholders may discourage a potential acquirer
      from making a tender offer or otherwise attempting to obtain control of our
      company, which in turn could reduce our stock price or prevent our shareholders
      from realizing a premium over our stock price.




***Investors
      should not anticipate receiving cash dividends on our common
      stock.***




We
      have
      never declared or paid any cash dividends or distributions on our common stock
      and intend to retain our future earnings, if any, to support operations and
      to
      finance expansion. Therefore, we do not anticipate paying any cash dividends
      on
      our common stock in the foreseeable future.




***Sales
      of a substantial number of shares of our common stock may adversely affect
      the
      market price of our common stock or our ability to raise additional
      capital.***




Sales
      of
      a substantial number of shares of our common stock in the public market, or
      the
      perception that large sales could occur, could cause the market price of our
      common stock to decline or limit our future ability to raise capital through
      an
      offering of equity securities. The sale of substantial amounts of our common
      stock in the public market could create a circumstance commonly referred to
      as
      an “overhang” and in anticipation of which the market price of our common stock
      could fall. The existence of an overhang, whether or not sales have occurred
      or
      are occurring, also could make more difficult our ability to raise additional
      financing through the sale of equity or equity-related securities in the future
      at a time and price that we deem reasonable or appropriate. On October 12,
      2007,
      we filed a Registration Statement on Form SB-2 covering 1,783,262 shares of
      our
      common stock and 891,631 shares of our common stock issuable upon exercise
      of
      warrants. In addition, our Certificate of Incorporation permits the issuance
      of
      up to 90,000,000 shares of common stock and 10,000,000 shares of preferred
      stock. As of May 6, 2008, we had an aggregate of 65,483,740 shares of our common
      stock and 10,000,000 shares of our preferred stock authorized but unissued.
      Thus, we have the ability to issue substantial amounts of stock in the future.
       No prediction can be made as to the effect, if any, that market sales of
      our common stock will have on the market price for our common stock. Sales
      of a
      substantial number could adversely affect the market price of our shares.




28




***Provisions
      of our Certificate of Incorporation, our By-laws and Delaware law could delay
      or
      prevent a takeover of us by a third party.***




Our
      Certificate of Incorporation, our By-laws and Delaware law could delay, defer
      or
      prevent a third party from acquiring us, despite the possible benefit to our
      stockholders, or otherwise adversely affect the price of our common stock and
      the rights of our stockholders. For example, our Certificate of Incorporation
      and By-laws (1) permit our board of directors to issue one or more series of
      preferred stock with rights and preferences designated by our board of
      directors, (2) provide that only business brought before an annual meeting
      by
      our board of directors or by a stockholder who complies with the procedures
      set
      forth in the By-laws may be transacted at an annual meeting of stockholders
      and
      (3) impose advance notice requirements for certain stockholder actions, such
      as
      stockholder proposals and nominations of directors. We are also subject to
      the
      provisions of Section 203 of the Delaware General Corporation Law, an
      anti-takeover law. In general, Section 203 prohibits a publicly held Delaware
      corporation from engaging in a “business combination” with an “interested
      stockholder” for a period of three years after the date of the transaction in
      which the person became an interested stockholder, unless the business
      combination is approved in a prescribed manner. For purposes of Section 203,
      a
“business combination” includes a merger, asset sale or other transaction
      resulting in a financial benefit to the interested stockholder, and an
“interested stockholder” is a person who, together with affiliates and
      associates, owns, or within three years prior, did own, 15% or more of the
      voting stock of the Delaware corporation. These provisions may discourage
      potential takeover attempts, discourage bids for our common stock at a premium
      over market price or adversely affect the market price of, and the voting and
      other rights of the holders of, our common stock. These provisions could also
      discourage proxy contests and make it more difficult for you and other
      stockholders to elect directors other than the candidates nominated by our
      board.




**Item
              7.**
            **Financial
                Statements**




Our
      consolidated financial statements, along with the report of our independent
      registered public accounting firm thereon, are attached to this Annual Report
      on
      Form 10-KSB beginning on page F-1 and are incorporated herein by reference.




**Item
              8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**




None.




**Item
              8A(T).**
            **Controls
                and Procedures**




**Evaluation
      of Disclosure and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of the effectiveness of the design and operation of our disclosure
      controls and procedures, as defined in Rules 13a-15(e) under the Securities
      Exchange Act of 1934, as amended, as of the end of the period covered by this
      report (the “Evaluation Date”). Based on this evaluation, our principal
      executive officer and principal financial officer concluded as of the Evaluation
      Date that our disclosure controls and procedures were effective such that the
      information relating to us, including our consolidated subsidiaries, required
      to
      be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is
      recorded, processed, summarized and reported within the time periods specified
      in SEC rules and forms and (ii) is accumulated and communicated to the Company’s
      management, including our principal executive officer and principal financial
      officer, as appropriate, to allow timely decisions regarding required
      disclosure.





**Internal
      Control Over Financial Reporting**




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) under the
      Exchange Act). Our internal control over financial reporting is a process
      designed to provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external purposes
      of
      accounting principles generally accepted in the United States. Because of its
      inherent limitations, internal control over financial reporting may not prevent
      or detect misstatements. Therefore, even those systems determined to be
      effective can provide only reasonable assurance of achieving their control
      objectives. In evaluating the effectiveness of our internal control over
      financial reporting, our management used the criteria set forth by Generally
      Accepted Accounting Principles (GAAP). Based
      on
      this evaluation, our management concluded that, as of December 31, 2007, our
      internal control over financial reporting was not effective based on those
      criteria. The following material weaknesses were identified from our
      evaluation:


29


·
            Due
                to our small size and limited financial resources, our chief financial
                officer had been the only individual involved in the preparation
                of all
                financial disclosures. As a result, there is no segregation of duties
                with
                regard to the preparation of financial disclosures.




·
            Due
                to our small size, we do not have the required expertise in-house
                to
                account for our deferred tax assets and liabilities.




In
      order
      to remedy these weaknesses, we have utilized, and have budgeted funds to
      continue to retain, outside consulting services to review financial disclosures
      and account for our deferred tax assets and liabilities. We will continue to
      periodically review our disclosure controls and procedures and internal control
      over financial reporting and make modifications from time to time considered
      necessary or desirable.




This
      report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management’s report in this report.
      This report shall not be deemed to be filed for purposes of Section 18 of the
      Exchange Act or otherwise subject to the liabilities of that
      section,





**Changes
      in Control Over Financial Reporting**





During
      our most recent fiscal quarter, there has not occurred any change in our
      internal control over financial reporting (as such term is defined in Rules
      13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected,
      or
      is reasonably likely to materially affect, our internal control over financial
      reporting.




**Item
              8B.**
            **Other
                Information**




None.




**Part
      III**




**Item
              9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate****Governance;
                Compliance with Section 16(a) of the Exchange
                Act**




**Executive
      Officers and Directors**




The
      following table sets forth information regarding the members of our board of
      directors and our executive officers. All directors hold office for one-year
      terms until the election and qualification of their successors. Officers serve
      at the discretion of the board.




Name
            Age
            PositionHabib
                Khoury
            49
            President,
                Chief Executive Officer and DirectorWilliam
                E. Duke, Jr.
            35
            Chief
                Financial OfficerMark
                Challinor
            46
            Senior
                Vice-President and Managing Director, European
                OperationsBradley
                M. Mindich
            40
            Chairman,
                Chief Strategy Officer, Secretary, Treasurer and
                DirectorKarlSpangenberg
            61
            Director




30




**Biographies**




*Habib
      Khoury* has
      served as our President since November 2006, as our Chief Executive Officer
      since March 2007 and as a Director since February 2008. Prior to joining us,
      Mr.
      Khoury was an advisor to our company from April 2006 to July 2006 and assisted
      in the g8wave UK acquisition from TPI and structured the $7.5 million capital
      investment into g8wave, Inc. by ITU III and ITU III NM. Mr. Khoury was president
      and chief executive officer of Cemprus, Inc., a software, services and fault
      tolerant systems provider to global telecommunications companies, from 2002
      to
      2003, and of Process Software, Inc., a software and services provider to global
      2000 companies, from 2001 to 2002. Prior thereto, from 2000 to 2001, Mr. Khoury
      was president and chief operating officer of Get2it, Inc., a consumer based
      Internet content and service business. Mr. Khoury served as senior vice
      president of operations for Medical Manager (NASDQ:MMGR) and its subsidiary
      CareInsite, Inc. (NASDQ:CARI), a healthcare content, services and technology
      company that managed online healthcare information and transactions over the
      Internet, and which is now part of WebMD, from 1997 to 2000. Prior to
      CareInsite, in 1995, Mr. Khoury was a co-founder of CareAgents, Inc., an
      Internet health care content and services company, which he sold to Synetic,
      Inc. (NASDQ:SNTC) before it was renamed Medical Manager. Prior thereto, Mr.
      Khoury served as chief information officer for Harvard Community Health Plan,
      as
      a senior executive of operations for Bioran Medical Laboratory (now part of
      Quest Diagnostics NYSE:DGX) and as chairman of the ITAA software division board.
      Mr. Khoury has a B.S. in Business Administration from Babson College.




*William
      E. Duke, Jr.* has
      served as our Chief Financial Officer since August 27, 2007. Prior thereto,
      Mr.
      Duke served as chief financial officer from August 2005 to August 2007, vice
      president, finance from January 2003 to July 2005 and director of finance from
      June 2001 to December 2002 of OTF Group, Inc., a strategy consulting company,
      where he was responsible for financial and accounting operations, investor
      relations, information systems and legal and administrative matters. Prior
      to
      OTF Group, Mr. Duke served as senior financial analyst at NerveWire, Inc.,
      a
      business and IT consulting company, from June 2000 to May 2001, and at Oak
      Industries, Inc., a leading supplier of components to manufacturers and service
      providers in the communications industry, from May 1999 to May 2000. Mr. Duke
      also served as a senior accountant at Deloitte & Touche LLP, from August
      1996 to April 1999. Mr. Duke is a CPA and holds a B.S. in accounting from
      Stonehill College and a M.B.A. from Bentley College.




*Mark
      Challinor* has
      served as our Senior Vice President and Managing Director, European Operations,
      since March 2007. Prior thereto from July 2005 to February 2007, Mr. Challinor
      served as managing director of Buzz Mobile Marketing Ltd., a mobile marketing
      agency with clients including *The
      Times of*  *London* (UK), *The
      Sydney Morning Herald* (Australia) and *The
      Times of India* (India),
      and as a mobile marketing and media consultant from November 2004 to June 2005.
      Mr. Challinor’s served as group promotions manager at Associated Newspapers
      (publishers of *Daily
      Mail, Mail on Sunday, Evening Standard* and *Metro* newspapers) from March 1998 to October 2004. Mr. Challinor served as European
      president of The International Newspaper Marketing Association, a world-wide
      ideas sharing network for media companies, from 2004 to 2006, and has served
      on
      its international board since 2005. In 2006, Mr. Challinor received the
      newspaper industry’s highest honor, The Silver Shovel Award. Mr. Challinor is
      also former chairman of the UK’s professional marketing body, The Chartered
      Institute of Marketing, and currently is on the board of the UK’s Advertising
      Standard’s Authority/Code of Advertising Practice.




*Bradley
      M. Mindich,* our
      founder *,* has
      served as our Chairman and as a director since November 2005 and as our Chief
      Strategy Officer since April 2006. Mr. Mindich also served as our Chief
      Executive Officer from November 2005 to March 2007. From 1986, Mr. Mindich
      has
      served in various capacities at PMCG including as executive vice president
      from
      2002 to 2006, and most recently, since January 2007, as president. Mr. Mindich
      has negotiated exclusive arrangements with multiple major content providers
      and
      partners as well as carriers and hardware vendors. ****




*Karl
      Spangenberg* has
      served as a director from February 20, 2008 until the present. Mr. Spangenberg
      has more than 25 years of media experience in general management, advertising
      sales, business development, strategic marketing, online market research, and
      media consulting. Mr. Spangenberg formerly served as Chief Executive Officer
      of
      Hotelevision, Inc., a national ad-supported television media company from
      December 2002 through March 2004. From April 2004 through March 2006, Mr.
      Spangenberg served as President of Sales (Western Region) of The Hotel Networks,
      which was eventually sold to LodgeNet. From April 2006 through April 2007,
      Mr.
      Spangenberg served as Vice President of Integrated Advertising and Commerce
      of
      AT&T Entertainment Services, a division of AT&T Inc. Since May 2007, Mr.
      Spangenberg has worked as a management consultant to media and technology
      companies.




31




There
      are
      no family relationships among our directors and executive officers.




To
      the
      best of our knowledge, our officers and directors have neither been convicted
      in
      any criminal proceedings during the past five years nor are parties to any
      judicial or administrative proceeding during the last five years that resulted
      in a judgment, decree or final order enjoining then from future violations
      of,
      or prohibiting activities subject to, federal or state securities laws or a
      finding of any violation of federal or state securities laws or commodities
      laws. No bankruptcy petitions have been filed by or against any business or
      property of any of our directors or officers, nor has a bankruptcy petition
      been
      filed against a partnership or business association in which these persons
      were
      general partners or executive officers. ****




**Section
      16(a) Beneficial Ownership Reporting Compliance**




We
      are
      not subject to Section 16(a) of the Exchange Act.




Code
      ofEthics




We
      have
      adopted a code of ethics that applies to our officers, directors and employees,
      including our Chief Executive Officer and Chief Financial Officer. Copies of
      our
      code of ethics will be available without charge at our executive offices upon
      request.




**Board
      of Directors**




Our
      board
      of directors consists of three members: Brad Mindich, Karl Spangenberg and
      Habib
      Khoury.




*Audit
      Committee*




We
      intend
      to establish an audit committee of the board of directors, which will consist
      of
      independent directors, of which at least one director will qualify as a
      qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.
      The audit committee’s duties would be to recommend to our board of directors the
      engagement of independent auditors to audit our financial statements and to
      review our accounting and auditing principles. The audit committee would review
      the scope, timing and fees for the annual audit and the results of audit
      examinations performed by the internal auditors and independent public
      accountants, including their recommendations to improve the system of accounting
      and internal controls. The audit committee would at all times be composed
      exclusively of directors who are, in the opinion of our board of directors,
      free
      from any relationship which would interfere with the exercise of independent
      judgment as a committee member and who possess an understanding of financial
      statements and generally accepted accounting principles.




*Compensation
      Committee*




We
      intend
      to establish a compensation committee of the board of directors. The
      compensation committee would review and approve our salary and benefits
      policies, including compensation of executive officers. The compensation
      committee would also administer our stock option plans and recommend and approve
      grants of stock options under such plans.




*Nominating
      Committee*




We
      have
      not formally designated a nominating committee. Until further determination
      by
      the board of directors, the full board will undertake the duties of the
      nominating committee.




32




**Item
              10.**
            **Executive
                Compensation**




**Summary
      Compensation Table**





The
      table
      below sets forth certain information about the compensation paid and options
      granted for the two years ended December 31, 2006 and 2007 to the Company’s
      Chief Executive Officer and all other executive officers who received annual
      remuneration in excess of $100,000 during 2007 (“Named Executive Officers”).




Name and Principal
              Position
              (a)
            
            Year
              (b)
            
            Salary
              (c)
            
            Bonus
              (d)
            
            Stock
              Awards
              (e)
            
            Option
              Awards
              (f)
            
            Non-Equity
              Incentive
              Plan Comp-
              ensation
              (g)
            
            Non-
              Qualified
              Deferred
              Comp-
              ensation
              Earnings
              (h)
            
            All Other
              Comp-
              ensation
              (i)
            
            Total
              (j)Habib
                Khoury(1)
            
            
            2007
            
            $
            280,000
            
            
            
            
            
            1,698,877
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            280,000Chief
                Executive
              Officer,
                Director
            
            
            2006
            
            
            0
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            92,200
            (5)
            $
            92,000Bradley
                M. Mindich(2)
            
            
            2007
            
            $
            225,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            225,000Chairman
                and Chief
              Strategy
                Officer
            
            
            2006
            
            $
            152,308
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            152,308Shubhro
                Sen(3)
            
            
            2007
            
            $
            190,000
            
            
            
            
            
            166,725
            
            
            
            
            
            
            
            
            
            
            
            
            (6)
            $
            190,000Senior
                Vice-
              President
                and
              Managing
                Director
            
            
            2006
            
            $
            59,375
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            59,375Mark
                Challinor(4)
            
            
            2007
            
            $
            157,643
            
            
            
            
            
            166,725
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            157,643Senior
                VP and
              Managing
                Director,
              European
                Operations
            
            
            2006





(1)
            Mr.
                Khoury has served as our President since November 2006 and entered
                into an
                employment agreement on April 2, 2007, as amended on January 25,
                2008. Mr.
                Khoury’s employment agreement provides for an annual base salary of
                $280,000, which shall be paid in cash or shares of the Company’s common
                stock at the board of director’s option. The Company has the right to pay
                Mr. Khoury in stock no more than eight (8) pay periods
                annually.


(2)
            Mr.
                Mindich served as our President and Chief Executive Officer from
                November
                2005 until June 2006 and as our Chief Executive Officer from November
                2006
                until March 2007 and entered into an employment agreement on April
                21,
                2007, as amended on January 25, 2008. Mr. Mindich’s employment agreement
                provides for an annual base salary of $225,000, which shall be paid
                in
                cash or shares of the Company’s common stock at the board of director’s
                option. The Company has the right to pay Mr. Mindich in stock no
                more than
                eight (8) pay periods annually.


(3)
            Mr.
                Sen served as Senior Vice President and Managing Director, Asia Pacific
                Operations from September 2006 until December 27, 2007.We
                entered into a an employment agreement with Mr. Sen on August 12,
                2006. On
                December 27, 2008, Mr. Sen’s employment with the Company, and his
                employment agreement, were terminated pursuant to a letter agreement
                between the Company and Mr. Sen.


(4)
            Mr.
                Challinor has served as Senior Vice President and Managing Director,
                European Operations since March 2007. We entered into an employment
                agreement with Mr. Challinor on January 25, 2007, which agreement
                was
                amended on July 10, 2007.


(5)
            Represents
                payments made to Arthean LLC for consulting services rendered to
                us during
                2006. Arthean LLC is owned by Mr.
                Khoury.


(6)
            Includes
                a severance payment of Mr. Sen’s base salary through December 28, 2007 and
                the acceleration of vesting of restricted stock units covering 110,000
                shares of the Company’s common stock. In addition, Mr. Sen is entitled to
                receive health benefits through June 6,
                2008.




33




**Outstanding
      Equity Awards at Fiscal Year End**




Name
              (a)
            
            Number of
                Securities Underlying Unexercised Options
              (#)
              Exercisable
              (b)
            
            Number of
                Securities Underlying Unexercised Options
              (#) Unex-
              ercisable
              (c)
            
            Equity
              Incentive
              Plan
              Awards:
              Number of
              Securities
              Underlying
              Unexercised
              Unearned
              Options (#)
              (d)
            
            Option
              Exercise
              Price
              ($)
              (e)
            
            Option
              Expiration
              Date
              (f)
            
            Number of
              Shares of Units
              of Stock have
              that Not
              Vested
              (#)
              (g)
            
            Market Value
              of Shares of
              Units That
              Have Not
              Vested
              ($)
              (h)
            
            Equity
              Incentive Plan
              Awards:
              Number of
              Unearned
              Shares of Units
              or Other Rights
              That Have Not
              Vested (#)
              (i)
            
            Equity
              Incentive Plan
              Awards:
              Market or
              Payout Value
              of Unearned
              Shares of
              Units or Other
              Rights That
              Have Not
              Vested (#)
              (j)Habib
                KhouryChief
                Executive Officer, Director
            
            
            784,635
            
            
            914,242
            
            
            0
            
            
            
            (1)
            
            
            (1)
            
            914,242
            
            $
            27,427
            
            
            0
            
            
            0Bradley
                M. MindichChairman
                and Chief Strategy Officer
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Shubhro
                Sen (2)Senior
                VP and Managing Director
            
            
            110,000
            
            
            0
            
            
            0
            
            
            
            (1)
            
            
            (1)
            
            0
            
            
            0
            
            
            0
            
            
            0Mark
                ChallinorSr.
                VP and Managing Director
            
            
            0
            
            
            166,725
            
            
            0
            
            
            
            (1)
            
            
            (1)
            
            166,725
            
            $
            5,002
            
            
            0
            
            
            0




**(1)** The
      securities disclosed above are
      restricted stock units (“RSUs”). Each
      RSU,
      when fully vested, entitles the holder thereof to one share of the Company’s
      common stock, par value $.001 per share. The RSUs do not have an exercise price
      or expiration date.




**(2)** Pursuant
      to the letter agreement dated December 27, 2007, between the Company and Mr.
      Sen, Mr. Sen’s employment with the Company was terminated and vesting for
      Restricted Stock Units covering 110,000 shares of the Company’s common stock was
      accelerated. Each vested Restricted Stock Unit entitles the holder thereof
      to
      one share of our Common Stock.




34




**Director
      Compensation**




We
      do not
      currently compensate our directors for acting as such, although we may do so
      in
      the future, including with cash or equity. We reimburse our directors for
      reasonably expenses incurred in connection with their service as directors.
      During the fiscal year ended December 31, 2007, none of our directors received
      any compensation from us, except as set forth in the table below.




Name
              (a)
            
            Fees Earned or
              Paid in Cash
              ($)
            
            Stock Awards
              ($)
              (c)
            
            Option
              Awards ($)
              (d)
            
            Non-Equity
              Incentive Plan
              Compensation
              ($) (e)
            
            Change in
              Pension Value
              and
              Nonqualifed
              Deferred
              Compensation
              Earnings
              (f)
            
            All Other
              Compensation
              ($)
              (g)
            
            Total
              ($)
              (h)Leslie
                E. Bider
            
            
            0
            
            
            0
            
            
            166,725(1
            )
            
            0
            
            
            0
            
            
            0




(1)
      Mr.
      Bider Served as a director from August 2006 until January 30, 2008. We granted
      Mr. Bider a ten-year option to purchase 166,725 shares of our common stock
      at an
      exercise price of $0.10, which option vested as to 16.6% of the number of shares
      subject to the option on August 1, 2006, 8.4% of the number of shares subject
      to
      the option vested on February 1, 2007 and 1/12 of the balance of such shares
      subject to the option vest and become exercisable on the last day of each three
      month period thereafter. Mr. Bidder resigned in January 2008 without exercising
      his options.




**Employment
      Agreements with Executive Officers**




We
      have
      employment agreements with Messrs. Mindich, Khoury, Duke, Sen and Challinor.




We
      are a
      party to an employment agreement, dated April 21, 2006, which was subsequently
      amended on January 25, 2008, with Bradley Mindich to serve as our Chairman
      and
      Chief Strategy Officer, pursuant to which Mr. Mindich is entitled to receive
      an
      annual salary of $225,000 and is required to devote at least 65% of his business
      time to us. The agreement is terminable “at will” upon 20 days prior notice and
      contains covenants not to solicit or compete during his term of employment
      and
      generally for two years thereafter. Pursuant to the terms of the agreement,
      the
      Company may, in the sole and absolute discretion of the Company’s board of
      directors, elect to pay Mr. Mindich’s annual salary in shares of common stock of
      the Company issued under the Company’s 2007 Equity Incentive Plan for up to
      eight (8) pay periods annually.




We
      are a
      party to an employment agreement, dated April 2, 2007, which was subsequently
      amended on January 25, 2008, with Habib Khoury which initial term expires on
      February 28, 2010 (and may be automatically renewed for successive one-year
      periods unless either party notifies the other of its desire not to renew 90
      days prior to the then current term), to serve as our President and Chief
      Executive Officer, pursuant to which Mr. Khoury is entitled to receive an annual
      base salary of $280,000. The agreement also provides for (i) an annual bonus
      of
      up to 50% of Mr. Khoury’s then current base salary (ii) an initial grant of
      300,000 fully vested restricted stock units each of which, when vested, entitle
      a holder thereof to one share of our common stock (“RSUs”), and (iii) the grant
      of RSUs representing 1,398,877 shares of our common stock, 349,719 of which
      RSUs
      vest on September 2, 2007 and the balance will vest in equal monthly
      installments during the initial term. In the event of a “change of control” (as
      defined in the agreement), Mr. Khoury will be entitled to (i) the immediate
      vesting of all RSUs issued under the agreement, and (ii) a severance payment
      equal to (A) twelve months base salary, and (B) an annual bonus of 50% of then
      current base salary, provided that Mr. Khoury agrees to remain in the employ
      of
      our company for 90 days after the change of control, if so requested. If Mr.
      Khoury is terminated by us without cause (as such term defined in the
      Agreement), Mr. Khoury will receive (i) his base salary and employee benefits
      for six months, (ii) a pro rata percentage of his bonus, and (iii) six month
      vesting acceleration of outstanding stock awards. The agreement contains
      covenants not to compete or solicit during the term of Mr. Khoury’s employment
      and for six months thereafter. Pursuant to the terms of the agreement, the
      Company may, in the sole and absolute discretion of the Company’s board of
      directors, elect to pay Mr. Khoury’s annual salary in shares of common stock of
      the Company issued under the Company’s 2007 Equity Incentive Plan for up to
      eight (8) pay periods annually.




35




We
      are a
      party to an employment agreement, dated August 27, 2007, with William Duke
      with
      an initial term expiring on October 1, 2009 (and may be automatically renewed
      for successive one-year periods unless either party notifies the other of its
      desire not to renew 90 days prior to the then current term), to serve as our
      Chief Financial Officer, pursuant to which Mr. Duke is entitled to receive
      an
      annual base salary of $175,000. The agreement also provides for (i) an annual
      performance-based bonus of up to 20% of Mr. Duke’s then current base salary, at
      the discretion of our Chief Executive Officer and (ii) the grant of RSUs
      representing 166,725 shares of our common stock under the 2007 Plan. Such RSUs
      vest as to 25% of the shares subject thereto on August 27, 2008, and the balance
      in equal monthly installments over the next 36 months (subject to Mr. Duke
      remaining in our employ on such vesting dates). In the event of a “change of
      control” (as defined in the agreement), Mr. Duke will be entitled to (i) the
      immediate vesting of all RSUs issued under the agreement, and (ii) a severance
      payment equal to (A) twelve months base salary, and (B) an annual bonus of
      20%
      of then current base salary, provided that Mr. Duke agrees to remain in the
      employ of our company for 90 days after the change of control, if so requested.
      If Mr. Duke is terminated by us without cause (as such term defined in the
      Agreement), Mr. Duke will receive (i) his base salary and employee benefits
      for
      six months, (ii) a pro rata percentage of his annual bonus, and (iii) six month
      vesting acceleration of outstanding RSUs. The agreement contains covenants
      not
      to compete or solicit during the term of Mr. Duke’s employment and for twelve
      months thereafter.




We
      are a
      party to an employment letter agreement, dated January 25, 2007, as amended
      by a
      letter agreement, dated July 10, 2007, with Mark Challinor to serve as our
      Senior Vice President and Managing Director of G8Wave UK pursuant to which
      Mr.
      Challinor is entitled to receive an annual base salary of £105,000. In addition,
      Mr. Challinor is eligible, at the discretion of our board of directors, for
      a
      (i) performance-based bonus based on a percentage of our company’s EBITDA as
      described in the agreement, and (ii) salary-based bonus of up to 20% of his
      base
      salary. Mr. Challinor is also entitled to receive 166,725 RSUs under the 2007
      Plan. Such RSUs vest as to 25% of the shares subject thereto on January 25,
      2008, and the balance in equal monthly installments over the next 36 months,
      subject to Mr. Challinor remaining in our employ on such vesting dates. Mr.
      Challinor’s employment may be terminated at any time by us for “cause” as
      described in the agreement. The agreement contains covenants not to solicit
      or
      compete during his employment and for six months thereafter.




We
      entered into an employment letter agreement, dated August 12, 2006, as amended
      by a letter agreement, dated July 10, 2007, with Shubhro Sen to serve as our
      Senior Vice President and Managing Director, Asia Pacific Operations, which
      employment letter agreement was terminated on December 27, 2007 pursuant to
      a
      letter agreement between the Company and Shubhro Sen (the “Termination Letter”).
      Pursuant to the terms of the employment letter agreement, Dr. Sen was entitled
      to receive an annual base salary of $190,000. In addition, Dr. Sen was eligible
      to receive (i) a performance-based bonus of up to 20% of his base salary and
      (ii) 166,725 RSUs under the 2007 Plan. Such RSUs were to vest as to 25% of
      the
      shares subject thereto on August 12, 2007, and the balance in equal monthly
      installments over the next 36 months, subject to Dr. Sen remaining in our employ
      on such vesting dates. Pursuant to the Termination Letter, Mr. Sen’s employment
      with the Company was terminated and Mr. Sen was entitled to receive payment
      of
      his base salary through December 28, 2007. In addition, the Termination Letter
      also provided for accelerated vesting of RSUs covering 110,000 shares of our
      common stock. Mr. Sen is entitled to receive health benefits from us through
      June 6, 2008.




**Item
              11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related****Stockholder
                Matters**




For
      securities authorized for issuance under equity compensation plans, see Part
      II,
      Item 5 earlier in this annual report.




The
      following table sets forth information with respect to the beneficial ownership
      of our common stock as of May 5, 2008 of (i) each
      person or entity known by us to beneficially own more than 5% of our common
      stock; (ii) each
      of
      our directors, (iii) each
      of
      the Named Executive Officers, and (iv) all
      of
      our directors and executive officers as a group.




36




The
      percentages of common stock beneficially owned are reported on the basis of
      SEC
      regulations governing the determination of beneficial ownership of securities.
      Under the SEC rules, a person is deemed to be a beneficial owner of a security
      if that person has or shares voting power, which includes the power to vote
      or
      to direct the voting of the security, or investment power, which includes the
      power to dispose of or to direct the disposition of the security. Unless
      otherwise indicated, each of the stockholders named in the table below has
      sole
      voting and investment power with respect to such shares of common stock. Except
      as otherwise indicated, the address of each of the stockholders listed below
      is:
      c/o g8wave Holdings, Inc., 126 Brookline Avenue, Suite 201, Boston,
      Massachusetts 02215. Shares of common stock subject to options, warrants, RSUs
      or other rights currently exercisable or exercisable within 60 days of May
      5,
      2008, are deemed to be beneficially owned and outstanding for computing the
      share ownership and percentage of the stockholder holding such options and
      warrants, but are not deemed outstanding for computing the percentage of any
      other stockholder.


Name
                  of
              Amount and Nature of Beneficial
              Percent ofBeneficial Owner
              Ownership(1)
              Class(2)Habib
                  Khoury
              999,439
                  (3)
              4%Bradley
                  M. Mindich
              9,630,863
                  (4)
              37%Mark
                  Challinor
              59,048
                  (5)
              *Shubhro
                  Sen
              110,000
                  (6)
              *Karl
                  Spangenberg
              0
                  (7)
              *ITU
                  Ventures III, LP
              7,125,000
                  (8)
              28%All
                  executive officers and directors as a group (5 persons)
              10,689,350(3)(4)(5)(7)(9)(10)
              42%




*
            Represents
                less than 1%.


(1)
            Unless
                otherwise indicated, includes shares owned by a spouse, minor children,
                and relatives sharing the same home, as well as entities owned or
                controlled by the named beneficial owner. Unless otherwise noted,
                shares
                are owned of record and beneficially by the named beneficial
                owner.


(2)
            Based
                on 25,682,856 shares issued and outstanding as of May 5, 2008 (consisting
                of 24,516,260 shares of common stock and 1,166,596 fully vested
                RSUs).


(3)
            Represents
                shares issuable to Mr. Khoury pursuant to vested RSUs and those vesting
                within 60 days.


(4)
            Represents
                9,547,500 shares owned by Mr. Mindich and 83,363 shares issuable
                upon the
                exercise of stock options held by Mr. Mindich’s
                spouse.


(5)
            Represents
                shares issuable to Mr. Challinor pursuant to vested RSUs and those
                vesting
                within 60 days.


(6)
            Represents
                110,000 shares of fully vested RSUs. As of December 27, 2007, Mr.
                Sen’s
                employment with the Company was
                terminated.


(7)
            Represents
                shares issuable by Mr. Spangenberg upon exercise of currently exercisable
                stock options and those exercisable within 60
                days.


(8)
            Includes
                (i) 6,225,376 shares owned by ITU Ventures III NM, LP, a Delaware
                limited
                partnership and (ii) 899,624 shares owned by ITU Ventures, III NM,
                LP, a
                Delaware limited partnership.


(9)
            Includes
                1,058,487 shares issuable to active directors or Named Executive
                Officers
                pursuant to fully vested RSUs as of May 5, 2008 and 60 days
                thereafter.****


(10)
            Does
                not include 110,000 shares of fully vested RSUs held by Mr. Sen,
                who is no
                longer an employee of the Company.





**Item
                12.**
            **Certain
                Relationships and Related Transactions, and Director
                Independence**




On
      July
      10, 2007 g8wave, Inc. entered into a letter agreement with Bradley Mindich,
      our
      Chairman, Chief Strategy Officer, director and principal stockholder, and ITU
      III and ITU III NM which agreement terminates certain agreements entered into
      with such parties in connection with the Series A Financing, and pursuant to
      which such parties agreed to waive any registration rights under the Investors’
Rights Agreement in connection with the Private Placement.




37




g8wave,
      Inc. is a party to a three-year Music Sector Agreement with the band Metallica,
      dated May 25, 2005, which provides for, among other things, the provision of
      our
      premium rate telephone services and premium text services and the right to
      use
      Metallica content in our services. Under the agreement, Metallica is entitled
      to
      royalty payments in accordance with the terms of the agreement and a stock
      appreciation right to receive 4% of the fair market value (as defined in the
      agreement) in excess of $1 million, of our company upon the occurrence of
      certain events described in the agreement. On July 11, 2007, Metallica agreed
      to
      waive its right to exercise its stock appreciation right upon the Merger. The
      agreement may be terminated by Metallica at any time, on 90 days notice, if
      Bradley Mindich’s relationship with us is terminated. Our obligations under the
      agreement are guaranteed by the Phoenix Trust. Phoenix Trust is owned indirectly
      by Steven Mindich, our Chairman, Chief Strategy Officer, director and principal
      stockholder’s father.




We
      are a
      party to an amended and restated advisory agreement with Greenwave Partners
      LLC,
      a Colorado limited liability company (“Greenwave”), dated as of July 1, 2007
      (the “Advisory Agreement”) pursuant to which Greenwave has agreed to provide
      financial and management advisory services to us in exchange for a monthly
      fee
      of $10,000 (the “Advisor’s Fee”) which fee accrues beginning August 13, 2007,
      but is not payable until June 2008. The Advisory Agreement provides for an
      initial one-year term commencing on the Commencement Date, and will
      automatically renew for successive one-year terms unless either party gives
      30
      days’ prior written notice to the other party of its desire not to renew. Chad
      Brownstein, a director, is a manager of Greenwave.




From
      time
      to time since g8wave, Inc.’s inception in November 2005 through the closing of
      the Merger, g8wave, Inc. entered into transactions with Phoenix Trust, directly
      or through its affiliates, for the provision of certain goods or services for
      which it reimbursed Phoenix Trust and its affiliates. g8wave, Inc. reimbursed
      Phoenix Trust, Tele-Publishing and PMCG LLC an aggregate of approximately
      $315,000, $45,000 and $130,000, respectively, for payroll expenses of
      approximately $335,000, employee benefits of approximately $125,000 and
      telephone aggregator fees of approximately $30,000 paid by them on our behalf
      or
      for our benefit. Phoenix Trust is owned indirectly and Tele-Publishing is owned
      by Steven Mindich, our Chairman, Chief Strategy Officer, director and principal
      stockholder’s father. PMCG LLC is owned by Bradley Mindich and Stephen
      Mindich.




g8wave,
      Inc. is a party to an assignment and assumption agreement, dated July 16, 2007,
      with g8wave UK and 739 Mobile, Ltd. (“739 Mobile UK”), pursuant to which g8wave,
      Inc. and g8wave UK assigned all of their interest in, and 739 Mobile UK assumed
      all of the liabilities related to, certain adult-oriented content and royalties
      related to such content. In connection with such assignment, g8wave UK and
      739
      Mobile UK entered into a intercompany services and content delivery agreement,
      effective as of January 1, 2007, pursuant to which g8wave UK will (i) to the
      extent not assignable, sublicense certain third party licenses for
      adult-oriented content and (ii) provide certain payroll and human resources,
      office accommodation and office services and financial accounting services
      for
£3,500 per month and 739 Mobile UK will, from time to time, provide the services
      of certain of its employees to g8wave UK for £2,781 per month. 739 Mobile UK is
      owned by 739 Mobile, LLC, a Massachusetts limited liability company which is
      owned by Bradley Mindich, our Chairman, Chief Strategy Officer, director and
      principal stockholder, and Greenwave, of which Chad Brownstein, a director,
      is a
      manager and owner.




Bradley
      Mindich, our Chairman, Chief Strategy Officer, director and principal
      stockholder is the President of PMCG.




On
      August
      14, 2007, pursuant to the terms of a restricted stock unit agreement, we granted
      Mr. Khoury fully vested RSUs for 300,000 shares of our common stock pursuant
      to
      the terms of his employment agreement.




On
      August
      20, 2007, pursuant to the terms of a restricted stock unit agreement, we granted
      RSUs for 1,398,877 shares, 166,725 shares, 166,725 shares and 75,000 shares
      to
      Messrs. Khoury, Challinor, Sen and Gallagher, respectively, pursuant to the
      terms of their respective employment agreements or arrangements with us.




On
      September 10, 2007, we granted RSUs for 166,725 shares of our common stock
      to
      Mr. Duke pursuant to the terms of his employment agreement with us.




On
      January 30, 2008, we granted Mr. Spangenberg a 10-year option to purchase
      166,725 shares of the Company’s common stock at an exercise price of $0.37 per
      share. Mr. Spangenberg’s options will vest as to 25% of the number of shares
      subject to the option on the one year anniversary of the date of the grant,
      and
      the remaining 75% of such shares will vest thereafter in equal quarterly
      installments over the next three years.




38





On
      April
      22, 2008, g8wave, Inc., (the “Borrower”), entered into a Revolving Credit and
      Security Agreement (the “Loan Agreement”) with PMCG Management Company, LLC (the
“Lender”). Mr. Mindich, an officer, director, and stockholder of the the
      Company, has a significant ownership interest in, and is a director of, the
      Lender.





Pursuant
      to the terms of the Loan Agreement, at the Borrower’s request and in the
      Lender’s sole discretion, the Lender will make loans to the Borrower in an
      aggregate principal amount at any time outstanding not to exceed $250,000,
      which
      amount is subject to increase at the Lender’s discretion. Each loan will bear
      interest at the Prime Rate (as reported from time to time in the Wall Street
      Journal) plus 2 percent per annum and will be calculated based on a 360 day
      year
      and actual days elapsed. Accrued interest is payable in arrears on the first
      business day of each month. Any amounts not paid when due bear interest at
      a
      default rate equal to the Prime Rate plus 5 percent. The loans and all other
      indebtedness owing to the Lender are secured by a lien on all or substantially
      all of the Borrower’s assets.





The
      loans, including all interest, fees, expenses and other amounts payable under
      the Loan Agreement, as well as any other indebtedness owing to the Lender,
      are
      payable within 10 days after a demand for payment is made by the Lender (the
      “Demand Period”). However, if the Company and Mr. Mindich enter into a
      definitive agreement for the sale by the registrant to Mr. Mindich of all of
      the
      Subsidiary Shares, the Demand Period will be extended to 20 days. The Borrower
      may prepay the loans at any time.


On
        May
        12, 2008, the Company entered into a Stock Purchase Agreement (the “Purchase
        Agreement”) with Mr. Mindich and PMCG Management Company, LLC (“PMCG”), pursuant
        to which the Company agreed to sell to Mindich (the “Sale”) all of the Company’s
        right, title and interest in and to the capital stock (the “Subsidiary Shares”)
        held by the Company in its wholly-owned subsidiary, g8wave, Inc., a Delaware
        corporation (the “Subsidiary”). Mr. Mindich is an officer, director, and
        stockholder of the registrant and has a significant ownership interest in,
        and
        is a director of, PMCG.
  Pursuant
        to the Purchase Agreement, in exchange for the Subsidiary Shares, Mr. Mindich
        has agreed to (1) pay to the Company at closing the sum of $30,000, (2)
        surrender to the Company all of the shares of the Company’s Common Stock held by
        Mr. Mindich (9,457,500 shares comprising approximately 39% of the Company’s
        issued and outstanding shares as of the date hereof), which shall be cancelled
        effective with the closing, (3) assume and agree to discharge certain of
        the
        Company’s liabilities, as set forth in the Purchase Agreement, (4) assume and
        agree to pay to the Company an amount that is reasonably necessary for the
        Company to continue in existence and remain in compliance with applicable
        laws
        and the rules and regulations of the Securities and Exchange Commission and
        state securities regulators for a period of 12 months following the closing,
        in
        an amount not to exceed $125,000, less the $30,000 payable at closing, and
        (5)
        obtain an extended reporting period endorsement to the Company’s D&O
        insurance policy for a period of 3 years following the closing.
  The
        Subsidiary Shares comprise all or substantially all of the Company’s assets.
        Accordingly, if the Sale is consummated, the Company will have nominal
        operations and assets and will be a shell company, as defined in Section
        12b-2
        of the Securities Exchange Act of 1934, as amended.
  Pursuant
        to the Purchase Agreement, Mr. Mindich is also required to indemnify, defend
        and
        hold harmless the Company, its affiliates, and certain other related parties
        from and against the liabilities being assumed by Mr. Mindich and all
        liabilities of the Subsidiary.
  The
        Purchase Agreement may be terminated (1) at any time by the mutual consent
        of
        the Company and Mindich, or (2) by the Company, at any time prior to obtaining
        disinterested stockholder approval, if the Board of Directors obtains and
        elects
        to pursue a bona fide acquisition proposal or financing proposal from a third
        party that the Company determines in good faith is superior to the transactions
        contemplated in the Purchase Agreement. In the event the Company terminates
        the
        Purchase Agreement or the closing does not occur by June 7, 2008 for any
        reason
        other than the failure of the conditions to the Company’s closing obligations to
        be satisfied, the Company shall pay to Mr. Mindich an amount equal to 120%
        of
        (1) any funds advanced by Company Mindich or his affiliate to the Subsidiary
        from the date of the Purchase Agreement to the effective date of termination,
        less any amounts required to be paid by the Subsidiary pursuant to the Loan
        Agreement, and (2) any out-of-pocket expenses incurred by Mr. Mindich in
        connection with the transactions contemplated by the Purchase Agreement.
        In
        addition, the Company shall grant to Mr. Mindich for a period of 20 months
        following the termination date, a non-exclusive right and license to use
        the
        technology and other assets of the Company necessary in the reasonable judgment
        of Mr. Mindich to permit him to fulfill his and his affiliates’ customer’s
        mobile technology campaigns on a continuing basis.
  If
        the
        Sale is consummated, the Company is required to promptly change its corporate
        name and is not permitted thereafter to use, or permit its affiliates to
        use,
        the name “g8wave” or any names reasonably similar thereto.


BoardIndependence




Karl Spangenberg qualifies as an “independent” director as that term is defined by applicable
      listing standards of the NASDAQ Stock Market and SEC rules, including the rules
      relating to the independence standards of an audit committee and the
      non-employee director definition of Rule 16b-3 promulgated under the Exchange
      Act.




39




**Item
              13.**
            **Exhibits**




The
      exhibits filed as part of this Annual Report of Form 10-KSB are listed in the
      Exhibit Index immediately preceding such exhibits, which Exhibit Index is
      incorporated herein by reference.




**Item
              14.**
            **Principal
                Accountant Fees and
                Services**




The
      following is a summary of the aggregate fees billed to the Company by our
      principal accountants for professional services rendered for the fiscal years
      ended December 31, 2007 and 2006.




Fee
                Category
            
            Fiscal 2007 Fees
            
            Fiscal 2006 FeesAudit
                Fees (1)
            
            $
            65,750
            
            $
            111,500All
                Other Fees
            
            
            0
            
            
            0Total
                Fees
            
            $
            65,750
            
            $
            111,500




(1)
      Consists of aggregate fees billed by Sherb
      & Co., LLP, our independent registered public accounting firm, for the audit
      of our annual financial statements for the fiscal years ended December 31,
      2006
      and 2007, and for the review of our Quarterly Reports on 10-QSB for those fiscal
      years.




40


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**g8wave
                Holdings, Inc.**/s/
                Habib KhouryName:
                Habib KhouryTitle:
                Chief Executive OfficerDate:
                May 12, 2008




In
      accordance with the requires of the Exchange Act, this report has been signed
      by
      the following persons in the capacities indicated and on the dates
      indicated.




***Signature***
            
            ***Title***
            
            ***Date***/s/Habib
                Khoury
            
            President,
                Chief Executive Officer and
            
            May
                12,
                2008Director/s/
                Bradley M. Mindich
            
            Chairman
                of the Board and Chief
            
            May
                  12,
                  2008Strategy
              Officer/s/
                KarlSpangenberg
            
            Director
            
            May
                  12,
                  2008/s/William
                E. Duke, Jr.
            
            Chief
                Financial Officer
            
            May
                  12,
                  2008


41




Exhibit No.
            
            Description2.1
            
            Agreement
                and Plan of Merger, dated as of August 13, 2007, by and among
                International Food and Wine Consultants, Inc., G8Wave, Inc., and
                G8Wave
                Acquisition Corp. (incorporated herein by reference to Exhibit 2.1
                to our
                Current Report on Form 8-K, dated August 13, 2007 (“August 13, 2007 8-K”))2.2
            
            Certificate
                of Merger, dated August 13, 2007, between G8Wave, Inc. and G8Wave
                Acquisition Corp. (incorporated herein by reference to Exhibit 2.2
                to the
                August 13, 2007 8-K)3.1
            
            Certificate
                of Incorporation (incorporated herein by reference to Exhibit 3.1
                to the
                Company’s Current Report on Form 8-K dated August 9, 2007)3.2
            
            By-laws
                (incorporated herein by reference to Exhibit 3.2 to the Company’s Current
                Report on Form 8-K dated August 9, 2007)3.3
            
            Certificate
                of Amendment to Certificate of Incorporation, dated August 13, 2007
                (incorporated herein by reference to Exhibit 3.3 to the August 13,
                2007
                8-K)5.1
            
            Opinion
                of Haynes and Boone, LLP10.1
            
            Form
                of Subscription Agreement (incorporated herein by reference to Exhibit
                10.1 to the August 13, 2007 8-K)10.2
            
            Form
                of Warrant (incorporated herein by reference to Exhibit 10.2 to the
                August
                13, 2007 8-K)10.3
            
            Form
                of Lockup Agreement (incorporated herein by reference to Exhibit
                10.3 to
                the August 13, 2007 8-K)10.4
            
            Engagement
                Letter, dated February 7, 2007, between G8Wave, Inc. and New Century
                (incorporated herein by reference to Exhibit 10.4 to the August 13,
                2007
                8-K)10.5
            
            Amended
                Engagement Letter, dated March 29, 2007, between G8Wave, Inc. and New
                Century (incorporated herein by reference to Exhibit 10.5 to the
                August
                13, 2007 8-K)10.6
            
            Form
                of Directors and Officers Indemnification Agreement (incorporated
                herein
                by reference to Exhibit 10.6 to the August 13, 2007 8-K)10.7
            
            2007
                Equity Incentive Plan (incorporated herein by reference to Exhibit
                10.7 to
                the August 13, 2007 8-K)10.8
            
            Form
                of 2007 Incentive Stock Option Agreement (incorporated herein by
                reference
                to Exhibit 10.8 to the August 13, 2007 8-K)10.9
            
            Form
                of 2007 Non-Qualified Stock Option Agreement (incorporated herein
                by
                reference to Exhibit 10.9 to the August 13, 2007 8-K)10.10
            
            Form
                of 2007 Restricted Stock Agreement (incorporated herein by reference
                to
                Exhibit 10.10 to the August 13, 2007 8-K)10.11
            
            Form
                of 2007 Restricted Stock Unit Agreement (incorporated herein by reference
                to Exhibit 10.11 to the August 13, 2007
                8-K)




42




10.12
            
            Stock
                Option Agreement, dated August 1, 2006 between the Company and Leslie
                Bider (incorporated herein by reference to Exhibit 10.12 to the August
                13,
                2007 8-K)10.13
            
            Employment
                Agreement, dated April 2, 2007, between G8Wave, Inc. and Habib Khoury
                (incorporated herein by reference to Exhibit 10.13 to the August
                13, 2007
                8-K)10.14
            
            Employment
                Agreement, dated April 21, 2006, between G8Wave, Inc. and Bradley
                Mindich
                (incorporated herein by reference to Exhibit 10.4 to the August 13,
                2007
                8-K)10.15
            
            Employment
                Letter Agreement, dated August 12, 2006, between G8Wave, Inc. and
                Shubhro
                Sen (incorporated herein by reference to Exhibit 10.15 to the August
                13,
                2007 8-K)10.16
            
            Letter
                Agreement with Shubhro Sen, dated July 26, 2007 (incorporated herein
                by
                reference to Exhibit 10.16 to the August 13, 2007 8-K)10.17
            
            Employment
                Letter Agreement, dated January 25, 2007, between G8Wave, Inc. and
                Mark
                Challinor (incorporated herein by reference to Exhibit 10.17 to the
                August
                13, 2007 8-K)10.18
            
            Letter
                Agreement with Mark Challinor, dated July 26, 2007 (incorporated
                herein by
                reference to Exhibit 10.18 to the August 13, 2007 8-K)10.19
            
            Employment
                Agreement, dated August 27, 2007, between the Company and William
                E. Duke,
                Jr. (incorporated herein by reference to Exhibit 10.1 to our Current
                Report on Form 8-K, dated August 27, 2007)10.20
            
            Resignation
                letter from Hank Cohn, dated August 13, 2007 (incorporated herein
                by
                reference to Exhibit 10.19 to the August 13, 2007 8-K)10.21
            
            Services
                Agreement, dated April 21, 2006, between G8Wave, Inc. and The Boston
                Phoenix Trust (incorporated herein by reference to Exhibit 10.20
                to the
                August 13, 2007 8-K)10.22
            
            Agreement
                of Conveyance, Transfer and Assignment of Assets and Assumption of
                Obligations, dated August 13, 2007, between IFWC-DE and SplitCo
                (incorporated herein by reference to Exhibit 10.21 to the August
                13, 2007
                8-K)10.23
            
            Stock
                Purchase Agreement, dated August 13, 2007, IFWC-DE and Mary Beth
                Clark
                (incorporated herein by reference to Exhibit 10.22 to the August
                13, 2007
                8-K)10.24
            
            Warrant,
                dated August 1, 2006, to Todd Duboef (incorporated herein by reference
                to
                Exhibit 10.23 to the August 13, 2007 8-K)10.25
            
            Investors’
                Rights Agreement, dated April 21, 2006, between G8Wave, Inc., Bradley
                Mindich, ITU Ventures III, LP and ITU Ventures III NM, LP (incorporated
                herein by reference to Exhibit 10.24 to the August 13, 2007
                8-K)10.26
            
            Amended
                and Restated Advisory Agreement, dated July 1, 2007 between G8Wave,
                Inc.
                and Greenwave Partners LLC (incorporated herein by reference to Exhibit
                10.25 to the August 13, 2007 8-K)10.27
            
            Letter
                Agreement, dated July 10, 2007, between G8Wave, Inc., Bradley Mindich,
                ITU
                Ventures III, LP and ITU Ventures III NM, LP (incorporated herein
                by
                reference to Exhibit 10.26 to the August 13, 2007
                8-K)




43




10.28
            
            Music
                Sector Agreement, dated May 25, 2005, between TP Corporation, G8Wave,
                Inc.
                and Metallica (“Metallica Agreement”) (incorporated herein by reference to
                Exhibit 10.27 to the August 13, 2007 8-K)10.29
            
            Assignment
                and Assumption Agreement of Metallica Agreement, dated May 12, 2006,
                between TP Corporation and G8Wave, Inc. (incorporated herein by reference
                to Exhibit 10.28 to the August 13, 2007 8-K)10.30
            
            Letter
                Agreement, dated July 11, 2007, between Metallica and G8Wave, Inc.
                (incorporated herein by reference to Exhibit 10.29 to the August
                13, 2007
                8-K)10.31
            
            Agreement
                for Supply of Messages, dated July 21, 2004, between Vodafone Limited
                and
                Tele-Publishing UK Limited (“Tele-Publishing UK”) (incorporated herein by
                reference to Exhibit 10.30 to the August 13, 2007 8-K)10.32
            
            Message
                Service Agreement, dated June 20, 2004, between Hutchison 3G UK Limited
                and Tele-Publishing UK (incorporated herein by reference to Exhibit
                10.31
                to the August 13, 2007 8-K)10.33
            
            Wholesale
                Products Standard Agreement, dated January 26, 2004, between 02 (UK)
                Limited and Tele-Publishing UK (incorporated herein by reference
                to
                Exhibit 10.32 to the August 13, 2007 8-K)10.34
            
            SMSC
                Access (ATK) Agreement, dated May 1, 2005, between T-Mobile (UK)
                Limited
                and G8Wave Ltd. (incorporated herein by reference to Exhibit 10.33
                to the
                August 13, 2007 8-K)10.35
            
            Wholesale
                Services Agreement, dated October 29, 2003, between Virgin Mobile
                Telecoms
                Limited and Tele-Publishing UK (incorporated herein by reference
                to
                Exhibit 10.34 to the August 13, 2007 8-K)10.36
            
            Agreement,
                dated March 7, 2002, between Orange Personal Communications Services
                Limited and Tele-Publishing UK (incorporated herein by reference
                to
                Exhibit 10.35 to the August 13, 2007 8-K)10.37
            
            Lease,
                dated April 2, 2004, between Tokley Limited (“Tokley”) and Tele-Publishing
                UK (incorporated herein by reference to Exhibit 10.36 to the August
                13,
                2007 8-K)10.38
            
            Amendment
                to Employment Agreements of Mr. Mindich and Mr. Khoury, each dated
                January
                25, 2008 (incorporated herein by reference to Exhibit 10.1 and Exhibit
                10.2 to the January 30, 2008 8-K)10.39
            
            Form
                of Settlement and Release Agreement and Form of Warrants, dated January
                31, 2008, between the Company and certain shareholders (incorporated
                herein by reference to Exhibit 10.1 and 10.2, respectively, of our
                Current
                Report on Form 8-K filed with the SEC on March 20, 2008)10.40
            
            Revolving
                Credit and Security Agreement, dated April 22, 2008, between g8wave,
                Inc.,
                Bradley Mindich, and PMCG Management Company, LLC (incorporated herein
                by
                reference to Exhibit 10.1 of our Current Report on Form 8-K filed
                with the
                SEC on April 28, 2008).10.41
            
            Stock
                Purchase Agreement, dated May 12, 2008, among g8wave Holdings,
                Inc., Bradley M. Mindich, and PMCG Management Company, LLC (incorporated
                herein by reference to Exhibit 10.1 of our Current Report on Form
                8-K
                filed with the SEC on May 12, 2008).16
            
            Letter
                of Li & Company, PC (incorporated herein by reference to Exhibit 16 to
                the August 13, 2007 8-K)21
            
            List
                of Subsidiaries (incorporated herein by reference to Exhibit 21 to
                the
                August 13, 2007 8-K)23.1*
            
            Consent
                of Independent Registered Public Accounting
                Firm




44




31.1*
            
            Certification
                by the Chief Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2*
            
            Certification
                by the Chief Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1*
            
            Executive
                Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 200232.2*
            
            Certification
                by the Chief 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




45






**g8wave
      Holdings, Inc.**


Consolidated
      Financial Statements for the years ended December 31, 2007 and 2006 and
      Independent Auditors’ Report




F-1




**g8wave
      Holdings, Inc.**





Contents
            PageReport
                of Independent Registered Public Accounting Firm
            F-3Consolidated
                Balance Sheet as of December 31, 2007 and 2006
            F-4Consolidated
                Statements of Operations for the years ended December 31, 2007 and
                2006
            F-5Consolidated
                Statements of Changes in Stockholders' Equity for the years ended
                December
                31, 2007 and 2006
            F-6Consolidated
                Statements of Cash Flows for the years ended December 31, 2007 and
                2006
            F-7Notes
                to Consolidated Financial Statements
            F-8





F-2




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


g8wave
      Holdings, Inc.


Boston,
      Massachusetts





We
      have
      audited the accompanying consolidated balance sheets of g8wave Holdings, Inc.
      as
      of December 31, 2007 and 2006 and the related consolidated statements of
      operations, stockholders’ equity and cash flows for the years then ended. These
      consolidated financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the 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 control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purposes of expressing an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining
      on a test basis, evidence supporting the amount and disclosures in the combined
      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 g8wave, Inc. as of December
      31, 2007 and 2006, and the results of their operations and their cash flows
      for
      the years then ended, in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the consolidated
      financial statements, the Company has an accumulated deficit of $10,196,529
      and
      has cash used in operating activities of $4,408,397 for the year ended December
      31, 2007. This raises substantial doubt about its ability to continue as a
      going
      concern. Management's plans in regards to these matters are also described
      in
      Note 2. The consolidated financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





/s/
                Sherb & Co., LLPCertified
                Public AccountantsBoca
                Raton, FloridaMay
                7, 2008





F-3





**g8wave
      Holdings, Inc.**


**Consolidated
      Balance Sheets**


**December
      31,**





2007
            
            2006AssetsCurrent
                Assets:Cash
            
            $
            852,782
            
            $
            4,081,176Accounts
                receivable
            
            
            622,061
            
            
            1,506,415Prepaid
                expenses
            
            
            218,421
            
            
            257,377Due
                from affiliates
            
            
            61,028
            
            
            -Corporation
                tax refund receivable
            
            
            -
            
            
            77,639Deferred
                tax asset
            
            
            -
            
            
            37,209Other
                current assets
            
            
            4,750
            
            
            29,750Total
                Current Assets
            
            
            1,759,042
            
            
            5,989,566Property,
                plant, and equipment, net
            
            
            232,797
            
            
            299,228Capitalized
                production costs
            
            
            400,000
            
            
            -Total
                Assets
            
            $
            2,391,839
            
            $
            6,288,794Liabilities
                and Stockholders' EquityCurrent
                Liabilities:Accounts
                payable and accrued expenses
            
            $
            1,407,923
            
            $
            1,872,500Deferred
                revenue
            
            
            20,000
            
            
            25,500Due
                to affiliates
            
            
            29,838
            
            
            156,794Total
                Current Liabilities
            
            
            1,457,761
            
            
            2,054,794Stockholders'
                Equity:Preferred
                Stock, $.001 par value; 10,000,000 shares authorized; no shares issued
                and
                outstanding at December 31, 2007 and 2006, respectively
            
            
            -
            
            
            -Common
                stock, $.001 par value: 90,000,000 shares authorized; 22,422,978
                and
                16,822,500shares issued and outstanding at December 31, 2007 and
                2006,
                respectively
            
            
            22,423
            
            
            16,823Notes
                receiveable, stockholder
            
            
            -
            
            
            (37,888
            )Additional
                paid-in-capital
            
            
            11,124,629
            
            
            7,475,748Accumulated
                other comprehensive income
            
            
            (16,445
            )
            
            (33,665
            )Accumulated
                deficit
            
            
            (10,196,529
            )
            
            (3,187,018
            )Total
                Stockholders' Equity
            
            
            934,078
            
            
            4,234,000Total
                Liabilities and Stockholders' Equity
            
            $
            2,391,839
            
            $
            6,288,794





See
      accompanying notes to consolidated financial statements




F-4





**g8wave
      Holdings, Inc.**


**Consolidated
      Statements of Operations**


**For
      the Years Ended December 31,**





2007
            
            2006Revenue
            
            $
            6,665,899
            
            $
            9,480,246Cost
                of Sales
            
            
            4,332,701
            
            
            6,271,747Gross
                Profit
            
            
            2,333,198
            
            
            3,208,499Operating
                Expenses:Administration
            
            
            5,763,916
            
            
            2,848,866Sales
                and marketing
            
            
            1,010,051
            
            
            1,105,290Information
                technology
            
            
            1,157,086
            
            
            1,103,396Operations
            
            
            766,758
            
            
            779,486Finance
            
            
            227,680
            
            
            329,348Corporate
            
            
            291,310
            
            
            212,590Depreciation
                and amortization
            
            
            153,722
            
            
            237,458Total
                Operating Expenses
            
            
            9,370,523
            
            
            6,616,434Operating
                Loss
            
            
            (7,037,325
            )
            
            (3,407,935
            )Non-Operating
                Items:Interest
                income
            
            
            94,357
            
            
            143,087Loss
                before (provision) benefit for income taxes
            
            
            (6,942,968
            )
            
            (3,264,848
            )(Provision)
                benefit for income taxes
            
            
            (66,543
            )
            
            4,314Net
                Loss
            
            
            (7,009,511
            )
            
            (3,260,534
            )Other
                Comprehensive IncomeForeign
                currency translation adjustment
            
            
            17,220
            
            
            128,496Comprehensive
                Loss
            
            $
            (6,992,291
            )
            $
            (3,132,038
            )Net
                loss per share attributable to common stockholders:Basic
                and diluted net loss per share attributable to common
                stockholders
            
            $
            (0.37
            )
            $
            (0.19
            )Weighted
                average shares used to compute basic and diluted loss per share
                attributable to common stockholders
            
            
            18,970,629
            
            
            16,822,500





See
      accompanying notes to consolidated financial statements





F-5


**g8wave
        Holdings, Inc.**
 **Consolidated
        Statements of Stockholders' Equity**
 ***For
        the Years Ended December 31, 2007 and 2006***
 
 AccumulatedNotes
              
              
              
              otherCommon Stock
              
              Receivable,
              
              Additional Paid-
              
              comprehensive
              
              Accumulated
              
              Total Stockholders'Shares
              
              Par Value
              
              Stockholder
              
              in Capital
              
              income
              
              Earnings (Deficit)
              
              EquityBalance,
                  December 31, 2005
              
              
              16,822,500
              
              $
              16,823
              
              $
              (50,000
              )
              $
              7,449,173
              
              $
              (162,160
              )
              $
              1,373,516
              
              $
              8,627,352Purchase
                  of stock of g8wave, Ltd. recorded as dividend
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,300,000
              )
              
              (1,300,000
              )Issuance
                  of stock options to employees
              
              
              
              
              
              
              
              
              
              
              
              26,575
              
              
              
              
              
              
              
              
              26,575Principal
                  payments received on note receivable, stockholder
              
              
              
              
              
              
              
              
              12,500
              
              
              
              
              
              
              
              
              
              
              
              12,500Interest
                  receivable on note receivable, stockholder at December 31, 2006
              
              
              
              
              
              
              
              
              (388
              )
              
              
              
              
              
              
              
              
              
              
              (388
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3,260,534
              )
              
              (3,260,534
              )Foreign
                  currency translation adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              128,495
              
              
              
              
              
              128,495Balance,
                  December 31, 2006
              
              
              16,822,500
              
              
              16,823
              
              
              (37,888
              )
              
              7,475,748
              
              
              (33,665
              )
              
              (3,187,018
              )
              
              4,234,000Sale
                  of common stock in private placement
              
              
              1,783,262
              
              
              1,783
              
              
              
              
              
              1,802,263
              
              
              
              
              
              
              
              
              1,804,046Stock
                  based compensation
              
              
              
              
              
              
              
              
              
              
              
              16,500
              
              
              
              
              
              
              
              
              16,500Principal
                  payments received on note receivable, stockholder
              
              
              
              
              
              
              
              
              6,250
              
              
              
              
              
              
              
              
              
              
              
              6,250Net
                  change in interest receivable on note receivable, stockholder during
                  period
              
              
              
              
              
              
              
              
              388
              
              
              
              
              
              
              
              
              
              
              
              388Issuance
                  of common stock associated with reverse merger (August 13, 2007)
              
              
              3,817,216
              
              
              3,817
              
              
              
              
              
              (3,817
              )
              
              
              
              
              
              
              
              -Foregiveness
                  of note receivable, stockholder
              
              
              
              
              
              
              
              
              31,250
              
              
              
              
              
              
              
              
              
              
              
              31,250Issuance
                  of stock options and RSUs
              
              
              
              
              
              
              
              
              
              
              
              1,833,935
              
              
              
              
              
              
              
              
              1,833,935Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,009,511
              )
              
              (7,009,511
              )Foreign
                  currency translation adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              17,220
              
              
              
              
              
              17,220Balance,
                  December 31, 2007
              
              
              22,422,978
              
              $
              22,423
              
              $
              -
              
              $
              11,124,629
              
              $
              (16,445
              )
              $
              (10,196,529
              )
              $
              934,078


See
      accompanying notes to consolidated financial statements




F-6





**g8wave
      Holdings, Inc.**


**Consolidated
      Statements of Cash Flows**


**Years
      ended December 31,**





2007
            
            2006Cash
                Flows From Operating Activities:Net
                loss
            
            $
            (7,009,511
            )
            $
            (3,260,534
            )Adjustments
                        to reconcile net loss to net cash flows from operating
                        activities:Depreciation
                and amortization
            
            
            153,722
            
            
            237,458Issuance
                of stock in exchange for consulting services
            
            
            16,500
            
            
            -Compensation
                expense - stock options and warrants
            
            
            1,833,935
            
            
            26,575Changes
                in operating assets and liabilities:Accounts
                receivable, trade
            
            
            915,094
            
            
            243,805Prepaid
                expenses
            
            
            42,065
            
            
            (69,528
            )Deposits
            
            
            25,000
            
            
            (29,750
            )Stockholder
                interest receivable
            
            
            388
            
            
            (388
            )Corporation
                tax refund receivable
            
            
            79,332
            
            
            (73,026
            )Deferred
                income tax
            
            
            38,020
            
            
            22,645Accounts
                payable and accrued expenses
            
            
            (497,442
            )
            
            59,019Deferred
                revenue
            
            
            (5,500
            )
            
            25,500Total
                adjustments
            
            
            2,601,114
            
            
            442,310Net
                cash used in operating activities
            
            
            (4,408,397
            )
            
            (2,818,224
            )Cash
                Flows From Investing Activities:Purchase
                of trademark
            
            
            -
            
            
            (100,000
            )Property
                and equipment expenditures
            
            
            (82,765
            )
            
            (110,842
            )Loss
                on disposal of equipment
            
            
            1,106
            
            
            -Capitalized
                production cost expenditures
            
            
            (400,000
            )
            
            -Principal
                payments received on note receivable, stockholder
            
            
            6,250
            
            
            12,500Net
                cash flow used in investing activities
            
            
            (475,409
            )
            
            (198,342
            )Cash
                Flows From Financing Activities:Proceeds
                from issuance of common stock
            
            
            1,804,046
            
            
            1Proceeds
                from issuance of preferred stock
            
            
            -
            
            
            7,500,000Forgiveness
                of note receivable, stockholder
            
            
            31,250
            
            
            (84,005
            )Payment
                of dividends
            
            
            -
            
            
            (1,300,000
            )Due
                from/to affiliates
            
            
            (189,651
            )
            
            371,144Net
                cash flow provided by financing activities
            
            
            1,645,645
            
            
            6,487,140Effect
                of exchange rate changes on cash
            
            
            9,767
            
            
            70,940Net
                (decrease) increase in Cash
            
            
            (3,228,394
            )
            
            3,541,514Cash,
                Beginning of Year
            
            
            4,081,176
            
            
            539,662Cash,
                End of Year
            
            $
            852,782
            
            $
            4,081,176Supplemental
                Disclosures of Cash Flow Information:Cash
                paid for interest
            
            $
            653
            
            $
            -Cash
                paid for taxes
            
            $
            66,543
            
            $
            4,391Noncash
                Investing Activities:Note
                receivable, stockholder
            
            $
            -
            
            $
            50,000




See
      accompanying notes to consolidated financial statements




F-7




**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**




**1.**
            **Nature
                of Business**




g8wave
                Holdings, Inc. (the “Company”) is a worldwide integrated, mobile media
                company and provider of interactive entertainment, social networking
                technologies and community services to the mobile market. The Company
                maintains its headquarters in Boston, Massachusetts and its operations
                center in London, England.





The
      Company is subject to risks common to emerging, technology-oriented companies
      including, but not limited to, new technological innovations, dependence on
      key
      personnel, protection of proprietary technology, and the need to obtain adequate
      financing to fund future operations.




**2.**
            **Basis
                of Presentation and
                Consolidation**




The
      consolidated financial statements present the results of operations of the
      Company’s U.S. parent, U.S. subsidiary and U.K. subsidiary for the periods ended
      December 31, 2007 and 2006. All significant intercompany accounts and
      transactions have been eliminated.




On
      August
      13, 2007, G8Wave Acquisition Corp., a newly formed wholly-owned subsidiary
      of
      International Food and Wine Consultants, Inc., merged with and into G8Wave,
      Inc., a private Delaware corporation (the “Merger”). Upon the closing of the
      Merger, G8Wave, Inc. became a wholly-owned subsidiary of International Food
      and
      Wine Consultants, Inc. (“IFWC”), and International Food and Wine Consultants,
      Inc. succeeded to G8Wave, Inc.’s line of business as its sole line of business.
      In connection with the Merger, International Food and Wine Consultants, Inc.
      changed its name to g8wave Holdings, Inc. (the “Company”) and G8Wave Inc.’s name
      was changed to g8wave, Inc. (see Note 8). The transaction was deemed to be
      a
      reverse merger. In accordance with the Accounting and Financial Reporting
      Interpretations and Guidance prepared by the staff of the U.S. Securities and
      Exchange Commission, International Food and Wine Consultants, Inc. (the legal
      acquirer) was considered the accounting acquiree and g8wave, Inc. (the legal
      acquiree) was considered the accounting acquirer. The consolidated financial
      statements of the combined entity are in substance be those of g8wave, Inc.
      with
      the assets and liabilities, and revenue and expenses, of International Food
      and
      Wine Consultants, Inc. being included effective from the date of consummation
      of
      the reverse merger. International Food and Wine is deemed to be continuation
      of
      the business of g8wave. The outstanding stock of International Food and Wine
      prior to the reverse merger was accounted for at its net book value
      and no goodwill was recognized.





g8wave,
      Inc. was incorporated in the State of Delaware on November 4, 2005 and commenced
      operations in early 2006. g8wave, Inc. acquired the stock of g8wave, Ltd. on
      April 21, 2006 from an entity controlled by a relative of the Company’s founding
      stockholder. The purchase was recorded as a dividend by the Company and the
      historical financial information of the acquired company has been consolidated
      into the financial statements as presented.




***Going
      Concern*** - The
      Company’s financial statements have been prepared on the basis of continuity of
      operations and realization of assets and satisfaction of liabilities in the
      ordinary course of business. The Company’s continued existence is dependent upon
      our ability to resolve our liquidity problems, principally by obtaining debt
      and/or additional equity financing.  We have yet to generate a
      positive internal cash flow, and until significant sales of our product and/or
      services occur, we are mostly dependent upon debt and equity
      funding.




Management
      expects operating losses and negative cash flows to continue for the foreseeable
      future because of costs and expenses related to selling and marketing of its
      services, continued development of the Company’s technology, and development of
      relationships with other businesses. Failure to generate sufficient revenues
      or
      raise additional financing would have a material adverse effect on the Company’s
      ability to continue as a going concern and to achieve its intended business
      objectives.




**3.**
            **Summary
                Significant Accounting Policies**





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





F-8




**g8wave
      Holdings, Inc.**


**Notes
      to Unaudited Consolidated Financial Statements**




***Revenue
      Recognition*** **-** The
      Company’s revenue is derived primarily from telecommunications arrangements and
      from mobile marketing services.  The
      Company applies
      the guidelines for revenue recognition established in SEC Staff Accounting
      Bulletin No. 104 “Revenue Recognition in Financial Statements.” These guidelines
      establish that revenue
      can only be recognized when (1) persuasive evidence of an arrangement exists,
      (2) delivery has occurred or services have been rendered, (3) the sales price
      is
      fixed or determinable and (4) collectability is reasonably assured.




Revenue
      is recognized as services are provided for telecommunications arrangements.
      Revenue from mobile marketing services is recognized on the completed-contract
      basis when the services are completed and accepted by the customer or on deliverable
      benchmarks depending on the terms of the related contract. The
      completed-contract method is used because the Company’s contracts for these
      types of services are typically either short-term in duration or management
      is
      unable to make reasonably dependable estimates of the costs of the
      contracts.





Deferred
      revenue is recorded for products or services that have not been provided but
      have been invoiced under contractual agreements or paid for by a customer,
      or
      when products or services have been provided but the criteria for revenue
      recognition have not been met.




***Cash
      and Cash Equivalents*** —
The
      Company considers all highly liquid instruments with maturities of three months
      or less when purchased to be cash equivalents. At December 31, 2007, the Company
      did not have any investments with maturities greater than three
      months.




The
      Company seeks to minimize its credit risk associated with cash by periodically
      evaluating the credit quality of its primary financial institution.




***Accounts
      Receivable*** –
      Accounts receivable are reported at net realizable value. The Company
      establishes an allowance for doubtful accounts based upon factors pertaining
      to
      the credit risk of specific customers, historical trends, and other information.
      Delinquent accounts are written-off when it is determined that the amounts
      are
      uncollectible. At December 31, 2007, there was no allowance for doubtful
      accounts.




***Concentration
      of Credit Risk*** **** -
      Financial instruments which potentially subject the Company to concentrations
      of
      credit risk consist of accounts receivable. The Company maintains its temporary
      cash in highly rated financial institutions. The Company periodically assesses
      the financial strength of its customers and, as a consequence, believes that
      its
      accounts receivable credit risk exposure is limited.




***Fair
      Value of Financial Instruments*** -
      The
      carrying amounts of the Company’s financial instruments, which include, accounts
      receivable, accounts payable, accrued expenses, and equity instruments,
      approximate their fair value.




***Property
      and Equipment*** ** -
      Property and equipment are stated at cost and depreciated using the
      straight-line method over the estimated useful lives of the related assets.
      Expenditures for maintenance and repairs are charged to expense as incurred,
      whereas major betterments are capitalized as additions to property and
      equipment. Depreciation is provided using the straight-line method over their
      estimated useful lives, usually 3 to 5 years.




***Impairment
      of Long-Lived Assets*** –
The
      Company accounts for impairment of long-lived assets in accordance with
      Statement of Financial Accounting Standards (“SFAS”) No. 144, *Accounting
      for the Impairment of Disposal of Long-Lived Assets* .
      SFAS
      No. 144 requires that the Company review for the impairment of long-lived assets
      whenever events or changes in circumstances indicate that the carrying amount
      of
      an asset may not be recoverable. An impairment loss would be recognized when
      estimated undiscounted future cash flows expected to result from the use of
      an
      asset and its disposition value is less than the carrying amount. The Company
      evaluated its long-lived assets and determined that there was no impairment
      at
      December 31, 2007.




***Stock-Based
      Compensation*** —The
      Company adopted the provisions of Statement of Financial Accounting Standards
      (SFAS) No. 123R, *Share-Based
      Payment* ,
      as
      supplemented by the interpretation provided by SEC Staff Accounting Bulletin
      No.
      107, issued in March 2005. (SFAS 123R replaced SFAS 123, *Stock-Based
      Compensation* ,
      issued
      in 1995.) Under this method, the fair value of all common stock granted or
      modified after adoption must be recognized in the statement of operations and
      total compensation cost related to non-vested awards not yet recognized,
      determined under the original provisions of SFAS 123, must also be recognized
      in
      the statement of operations.




F-9




**g8wave
      Holdings, Inc.**


**Notes
      to Unaudited Consolidated Financial Statements**




***Income
      Taxes*** -
      The
      Company uses the liability method of accounting for income taxes. Under the
      liability method, deferred tax assets and liabilities reflect the impact of
      temporary differences between amount of assets and liabilities for financial
      reporting purposes and such amounts as measured under enacted tax laws. A
      valuation allowance is required to offset any net deferred tax assets if, based
      upon the weight of available evidence, it is more likely than not that some
      or
      all of the deferred tax assets will not be realized.




***Foreign
      Currency Translation*** –
For
      foreign operations with the local currency as the functional currency, assets
      and liabilities are translated from the local currencies into U.S. dollars
      at
      the exchange rate prevailing at the balance sheet date. Revenue, expenses,
      and
      cash flows are translated at the average exchange rate for the period to
      approximate translation at the exchange rate prevailing at the dates those
      elements are recognized in the financial statements. Translation adjustments
      resulting from the process of translating the local currency financial
      statements into U.S. dollars are included in determining comprehensive loss.
      As
      of December 31, 2007 and 2006 the exchange rate for the United Kingdom Pound
      was
      $1.9973 U.S. and $1.9591 U.S., respectively, for ₤1.00.




The
      functional currency of the Company’s U.K. subsidiary is the local currency. The
      financial statements of the subsidiary are translated to U.S. dollars using
      period-end rates of exchange for assets and liabilities, and the average rate
      of
      exchange for the period for revenue, costs and expenses. Net gains and losses
      resulting from foreign exchange transactions are included in the consolidated
      statements of operations.




***Recent
      Accounting Pronouncements*** –
In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      under generally accepted accounting principles, and expands disclosures about
      fair value measurements. This statement, as it relates to financial assets
      and
      liabilities, is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years. On
      February 12, 2008, the FASB issued FSP No. FAS 157-2,
      “Effective Date of FASB Statement No. 157,”
      which delayed the effective date of SFAS No. 157
      for
      all nonfinancial assets and nonfinancial liabilities, except those that are
      recognized or disclosed at fair value in the financial statements on at least
      an
      annual basis, until January 1, 2009 for calendar year-end entities. Upon
      adoption, the provisions of SFAS No. 157
      are
      to be applied prospectively with limited exceptions.




As
      of
      January 1, 2007, the Company also adopted SFAS No. 155, “Accounting for Certain
      Hybrid Financial Instruments” which amends SFAS No. 133, “Accounting for
      Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.”
The adoption of SFAS No. 155 did not have a material impact on our Consolidated
      Financial Statements.




In
      February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial
      Assets and Financial Liabilities”, which permits entities to choose to measure
      many financial instruments and certain other items at fair value that are not
      currently required to be measured at fair value and establishes presentation
      and
      disclosure requirements designed to facilitate comparisons between entities
      that
      choose different measurement attributes for similar types of assets and
      liabilities. SFAS No. 159 is effective for fiscal years beginning after November
      15, 2007.




In
      May
      2007, the FASB issued FSP FIN No. 46R-7, "Application of FASB Interpretation
      No.
      46(R) to Investment Companies." FSP FIN No. 46R-7 amends the scope of the
      exception to FIN No. 46R to state that investments accounted for at fair value
      in accordance with the specialized accounting guidance in the American Institute
      of Certified Public Accountants Audit and Accounting Guide, Investment
      Companies, are not subject to consolidation under FIN No. 46R. This
      interpretation is effective for fiscal years beginning on or after December
      15,
      2007.




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations” (“SFAS No. 141R”). SFAS No. 141R is a revision to SFAS No. 141 and
      includes substantial changes to the acquisition method used to account for
      business combinations (formerly the “purchase accounting” method), including
      broadening the definition of a business, as well as revisions to accounting
      methods for contingent consideration and other contingencies related to the
      acquired business, accounting for transaction costs, and accounting for
      adjustments to provisional amounts recorded in connection with acquisitions.
      SFAS No.141R retains the fundamental requirement of SFAS No. 141 that the
      acquisition method of accounting be used for all business combinations and
      for
      an acquirer to be identified for each business combination. SFAS No. 141R is
      effective for periods beginning on or after December 15, 2008, and will apply
      to
      all business combinations occurring after the effective date. The Company is
      currently evaluating the requirements of SFAS No. 141R.




F-10




**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**




The
      FASB
      also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial
      Statements – an amendment of be used for all business combinations and for an
      acquirer to be identified for each business combination. SFAS No. 141R
      is


effective
      for periods beginning on or after December 15, 2008, and will apply to all
      business combinations occurring after the effective date. The Company is
      currently evaluating the requirements of SFAS No. 141R.





The
      FASB
      also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial
      Statements – an amendment of Accounting Research Bulletin No. 51, Consolidated
      Financial Statements” in December 2007. This Statement amends ARB No. 51 to
      establish new standards that will govern the (1) accounting for and reporting
      of
      non-controlling interests in partially owned consolidated subsidiaries and
      (2)
      the loss of control of subsidiaries. Non-controlling interest will be reported
      as part of equity in the consolidated financial statements. Losses will be
      allocated to the non-controlling interest, and, if control is maintained,
      changes in ownership interests will be treated as equity transactions. Upon
      a
      loss of control, any gain or loss on the interest sold will be recognized in
      earnings. SFAS No. 160 is effective for periods beginning after December 15,
      2008. The Company is currently evaluating the requirements of SFAS No.
      160.





In
      March
      2008, the FASB issued Statement of Financial Accounting Standards 161 ("FAS
      161"), "Disclosures about Derivative Instruments and Hedging Activities-an
      amendment of FASB Statement No. 133." FAS 161 gives financial statement users
      better information about the reporting entity's hedges by providing for
      qualitative disclosures about the objectives and strategies for using
      derivatives, quantitative data about the fair value of and gains and losses
      on
      derivative contracts, and details of credit-risk-related contingent features
      in
      their hedged positions. FAS 161 is effective for financial statements issued
      for
      fiscal years beginning after November 15, 2008 and interim periods within those
      years. The Company does not expect the adoption of FAS 161 to have a material
      effect on the Company's financial statements.




**4.**
            **Property
                and Equipment**





Pro perty
      and
      equipment consists of the following at December 31:





2007
            
            2006Computer
                Equipment
            
            $
            1,209,930
            
            $
            1,248,890Software
            
            
            460,507
            
            
            403,880Furniture
                & Fixtures
            
            
            142,456
            
            
            139,730Leasehold
                Improvements
            
            
            80,124
            
            
            78,5921,893,017
            
            
            1,871,092Less:
                Accumulated depreciation and amortization
            
            
            (1,660,220
            )
            
            (1,571,864
            )Net
                book value
            
            $
            232,797
            
            $
            299,228




Depreciation
      expense for the years ended December 31, 2007 and 2006 was $153,722 and
      $237,458, respectively.




**5.**
            **Capitalized
                Production Costs**




In
      2007,
      the Company began production of a video game and capitalized $400,000 of costs
      associated with the out-sourced production of the video game. As of December
      31,
      2007, the production efforts of the video game had been halted while the Company
      seeks additional financing. Once production is complete, the capitalized
      production costs will be amortized in the same ratio that current gross revenues
      bear to anticipated total gross revenues for each product. The Company had
      no
      capitalized production costs as of December 31, 2006.




F-11




**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





**6.**
            **Net
                Loss per Share**





Basic
      and
      diluted net loss per common share is calculated by dividing net loss
      attributable to common stockholders by the weighted average number of common
      shares outstanding during the period. Diluted net loss per common share is
      the
      same as basic net loss per common share, since the effects of potentially
      dilutive securities are antidilutive for all periods presented.





December 31,2007
            
            2006Numerator:Net
                loss attributable to common stockholders
            
            $
            (7,009,511
            )
            $
            (3,260,534
            )Denominator:Weighted
                average common shares outstanding — basic and diluted
            
            
            18,970,629
            
            
            16,822,500Net
                loss attributable to common stockholders per share — basic and
                diluted
            
            $
            (0.37
            )
            $
            (0.19
            )





Net
      loss
      per share amounts have been computed based on the weighted-average number of
      common shares outstanding during each period. Because of the net loss reported
      in each period, diluted and basic per share amounts are the same. For 2007
      and
      2006, options to purchase shares of common stock, Restricted Stock Units, and
      warrants to purchase shares of common stock were not included in the computation
      of net loss per share, because the effect would be antidilutive.





**7.**
            **Preferred
                Stock**





The
      Company has authorized 10,000,000 shares of $.001 par value preferred stock
      of
      which zero shares were issued and outstanding at December 31, 2007 and
      2006.




**8.**
            **Common
                Stock**




On
      August
      13, 2007, pursuant to the terms and conditions of the Merger Agreement: (i)
      each
      share of g8wave’s common stock issued and outstanding immediately prior to the
      closing of the Merger was exchanged for the right to receive one share of IFWC’s
      common stock, and each option and warrant to purchase g8wave’s common stock was
      converted on the same basis into, respectively, an option or warrant to purchase
      IFWC’s common stock and (ii) each share of g8wave’s Series A Preferred Stock
      (“Preferred Stock”) was converted into the right to receive one share of IFWC’s
      common stock. An aggregate of 9,650,000 shares of IFWC’s common stock were
      issued to the holders of g8wave’s common, an aggregate of 7,172,500 shares of
      IFWC’s common stock were issued to the holders of g8wave’s Preferred Stock and
      an aggregate of 971,849 and 166,725 shares of IFWC’s common stock were reserved
      for issuance under such IFWC options and warrants, respectively. Immediately
      following the closing of the Merger, under the terms of an Agreement of
      Conveyance, Transfer and Assignment of Assets and Assumption of Obligations,
      IFWC cancelled of 25,545,984 shares of IFWC’s common stock, which left 3,817,216
      shares of IFWC’s common stock held by existing stockholders of IFWC. These
      shares constituted the part of IFWC’s “public float” prior to the Merger that
      will continue to represent the shares of IFWC’s common stock eligible for resale
      without further registration by the holders thereof.




In
      connection with the closing of the Merger, the Company sold, in a private
      placement offering, 107 units at a purchase price of $25,000 per unit, each
      unit
      consisting of 16,666 shares of common stock, a four-year redeemable warrant
      to
      purchase 8,333 shares. Pursuant to the terms of a confidential private placement
      offering memorandum, dated April 18, 2007, as supplemented, the Company received
      gross proceeds from such private placement of $2,675,000 and incurred offering
      costs of $870,954.





Each
      share of common stock is entitled to one vote. The holders of common stock
      are
      also entitled to receive dividends whenever funds are legally available and
      when
      declared by the Board of Directors, subject to the prior rights of holders
      of
      all classes of stock outstanding.





F-12


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





**9.**
            **Stock
                Option and Grant Plan**




In
      2007,
      the Company adopted its 2007 Equity Incentive Plan (the “2007 Plan”). A total of
      4,725,000 shares of the Company's common stock are permitted to be granted
      under
      the 2007 Plan in the form of options, restricted stock, restricted stock units,
      and other awards permitted thereunder.  In connection with the Merger,
      options to purchase an aggregate of
      971,849 shares of g8wave, Inc.'s common stock were
      exchanged for options to purchase 971,849 shares of the Company's common
      stock under the 2007 Plan on substantially the same terms.





A
      summary
      of the stock option activity under the Plan for the years ended December 31,
      2007 and 2006 is as follows:





Number of
              stock
              options
            
            Weighted
              average
              exercise priceOutstanding
                at January 1, 2006
            
            
            -
            
            $
            -Granted
            
            
            358,459
            
            
            0.10Outstanding
                at December 31, 2006
            
            
            358,459
            
            
            0.10Granted
            
            
            746,744
            
            
            0.24Cancelled
            
            
            (81,690
            )
            
            0.10Outstanding
                at December 31, 2007
            
            
            1,023,513
            
            $
            0.20




The
      weighted average fair value of options granted was $0.24 and $0.10 in 2007
      and
      2006, respectively.




The
      following table summarizes information about stock options outstanding at
      December 31, 2007:





Options outstanding
            
            Options exercisableExercise
              Price
            
            Number
              outstanding
            
            Weighted
              average
              remaining
              contractual
              life
            
            Weighted
              average
              exercise
              price
            
            Number
              exercisable
            
            Weighted
              average
              exercise
              price$
            0.20
            
            
            1,023,513
            
            
            9.31
            
            $
            0.20
            
            
            331,366
            
            $
            0.12





The
      Company recognized $36,883 and $14,399 of compensation expense related to vested
      share-based stock option awards in 2007 and 2006, respectively. As of December
      31, 2007, there was an additional $101,997 of total unrecognized compensation
      cost related to unvested share-based stock option awards. This cost is expected
      to be recognized over a weighted average period of approximately four
      years.




The
      fair
      value of options on their grant date was measured using the Black-Scholes option
      pricing model. Key assumptions used to apply this pricing model are as follows
      at December 31, 2007:





Risk-free
                interest rate
            
            
            4.01Expected
                volatility
            
            
            120
            %Expected
                life of option
            
            
            5
                yearsExpected
                dividend yield
            
            
            0
            %




**10.**
            **Common
                Stock Warrants**




The
      Company had outstanding 166,725 warrants to purchase common stock at December
      31, 2006. Each warrant entitles the holder to purchase one share of common
      stock
      at $0.10 per share. The warrants expire on August 1, 2009. The Company
      recognized $12,176 of compensation expense related to the stock warrant grant
      in
      2006.


F-13


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





The
      fair
      value of warrants on their grant date was measured using the Black-Scholes
      option pricing model. Key assumptions used to apply this pricing model are
      as
      follows at December 31, 2006:




**2006**Risk-free
                interest rate
            
            
            4.75Expected
                volatility
            
            
            120
            %Expected
                life of option
            
            
            5
                yearsExpected
                dividend yield
            
            
            0
            %




In
      connection with the Company's August 13, 2007 private placement, the Company
      issued 107 units at a purchase price of $25,000 per unit. Each unit
      was comprised of 16,666 shares of common stock and a four year redeemable
      warrant to purchase 8,333 shares of the Company's common stock at a per
      share exercise price of $2.25.




**11.**
            **Restricted
                Stock Units**




At
      December 31, 2007, under the Company’s 2007 Stock Incentive Plan (the “2007
      Plan”) and pursuant to respective employment agreements, the Company had
      outstanding 2,217,327 restricted stock units (“RSUs”). Each RSU, when fully
      vested, entitles the holder thereof to one share of the Company’s common stock,
      par value $.001 per share. Related compensation expense is determined by
      multiplying the RSU award by the stock price on the date of grant and applying
      a
      15% discount rate for factors leading to a lack of liquidity.




A
      summary
      of activity related to non-vested RSUs as of December 31, 2007 and 2006 is
      indicated in the following table:




Shares
            
            Weighted Average
              Grant-Date Fair
              ValueNonvested
                at December 31, 2005
            
            
            -
            
            $
            -Granted
            
            
            -
            
            
            -Vested
            
            
            -
            
            
            -Cancelled
            
            
            -
            
            
            -Nonvested
                at December 31, 2006
            
            
            -
            
            
            -Granted
            
            
            2,274,052
            
            
            2.21Vested
            
            
            (939,635
            )
            
            2.25Cancelled
            
            
            (56,725
            )
            
            2.25Nonvested
                at December 31, 2007
            
            
            1,277,692
            
            $
            2.18




The
      Company recognized $1,797,052 of compensation expense related to vested RSUs
      in
      2007. As of December 31, 2007, there was an additional $2,362,808 of total
      unrecognized compensation cost related to unvested RSUs. The compensation
      expense is then recognized over the vesting period. This cost is expected to
      be
      recognized over a weighted average period of approximately four
      years.


F-14


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





**12.**
            **Income
                Taxes**




The
      following represents a reconciliation between the expected statutory Federal
      rate of 35% to the actual tax rate in the financial statements:





2007
            
            2006Income
                tax (benefit) based on expected tax rate
            
            $
            (2,398,804
            )
            $
            (1,142,697
            )State
                tax (benefit), net of Federal effect
            
            
            (411,224
            )
            
            (195,891
            )Permanent
                differences (in 2007, primarily trademark writeoff)
            
            
            50,987
            
            
            25,153US
                tax rate in excess of UK tax rate
            
            
            84,586
            
            
            8,404Benefit
                of UK loss carried back
            
            
            
            
            
            26,959Benefit
                of US and UK losses not recognized
            
            
            2,674,455
            
            
            1,282,386Net
                income tax
            
            $
            -
            
            $
            4,314




The
      following is a schedule of the Company’s deferred tax assets and liabilities as
      of December 31, 2007 and 2006:





2007
            
            2006Deferred
                tax assets:Accounts
                payable and accrued expenses
            
            $
            663,857
            
            $
            119,131Deferred
                revenue
            
            
            20,000
            
            
            10,455Depreciation
            
            
            101,952
            
            
            36,616Stock
                options and warrants
            
            
            1,814,352
            
            
            10,896Net
                operating loss
            
            
            9,580,689
            
            
            1,156,79512,180,850
            
            
            1,333,893Deferred
                tax liabilitiesAccounts
                receivable
            
            
            50,482
            
            
            13,598Prepaid
                expenses
            
            
            482,054
            
            
            41,699532,536
            
            
            55,29711,648,314
            
            
            1,278,596Valuation
                allowance
            
            
            (11,648,314
            )
            
            (1,241,387
            )Net
                deferred tax asset
            
            $
            -
            
            $
            37,209




For
      U.S.
      income tax purposes the Company uses the cash method of accounting.




At
      December 31, 2007 and 2006 the Company has U.S. federal net operating loss
      carry
      forwards of approximately $8,812,000 and $2,821,000 respectively, which expire
      in 2027 for federal tax purposes and 2012 for state tax purposes.




Realization
      of the future tax benefits is dependent on many factors, including the Company’s
      ability to generate taxable income within the net operating loss carryforward
      period. Under the provisions of the Internal Revenue Code, certain substantial
      changes in the Company’s ownership, including a sale of the Company or
      significant changes in ownership due to sales of equity, may have limited,
      or
      may limit in the future, the amount of net operating loss carryfowards which
      could be used annually to offset future taxable income. The amount of any annual
      limitation is determined based upon the Company’s value prior to an ownership
      change.


F-15


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





**13.**
            **Commitments**





The
      Company leases its London, England office space under non-cancelable operating
      leases that expire on April 1, 2009. Total rent expense under these operating
      leases was approximately $161,516 and $148,678 for the years ended December
      31,
      2007 and 2006, respectively.




Future
      minimum lease payments under non-cancelable operating leases as of December
      31,
      2007:





Year
            
            Amount2008
            
            $
            161,1532009
            
            
            40,288$
            201,441







The
      Company leases its Boston, Massachusetts office space from an entity controlled
      by a relative of the founding stockholder of the Company under terms of a lease
      that expire February 2011. Minimum lease payments are subject to annual
      increases.




At
      December 31, 2007, the future minimum lease payments under this operating lease
      are as follows:




Year
            
            Amount2008
            
            
            119,4762009
            
            
            125,5002010
            
            
            131,5242011
            
            
            22,088$
            398,588




***Employment
      Agreements***-We
      have
      employment agreements with Messrs. Mindich, Khoury, Challinor and Duke.





We
      are a
      party to an employment agreement, dated April 21, 2006, with Bradley Mindich
      to
      serve as our Chairman and Chief Strategy Officer, pursuant to which Mr. Mindich
      is entitled to receive an annual salary of $225,000 and is required to devote
      at
      least 65% of his business time to us. The agreement is terminable “at will” upon
      20 days prior notice and contains covenants not to solicit or compete during
      his
      term of employment and generally for two years thereafter.





We
      are a
      party to an employment agreement, dated April 2, 2007, with Habib Khoury which
      initial term expires on February 28, 2010 (which may be automatically renewed
      for successive one-year periods unless either party notifies the other of its
      desire not to renew 90 days prior to the then current term), to serve as our
      President and Chief Executive Officer, pursuant to which Mr. Khoury is entitled
      to receive an annual base salary of $280,000 and an annual bonus of up to 50%
      of
      Mr. Khoury’s then current base salary. In the event of a “change of control” (as
      defined in the agreement), Mr. Khoury will be entitled to (i) the immediate
      vesting of all RSUs issued under the agreement, and (ii) a severance payment
      equal to (A) twelve months base salary, and (B) an annual bonus of 50% of then
      current base salary, provided that Mr. Khoury agrees to remain in the employ
      of
      our company for 90 days after the change of control, if so requested. If Mr.
      Khoury is terminated by us without cause (as such term defined in the
      Agreement), Mr. Khoury will receive (i) his base salary and employee benefits
      for six months, (ii) a pro rata percentage of his bonus, and (iii) six month
      vesting acceleration of outstanding stock awards.


F-16


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





We
      are a
      party to an employment letter agreement, dated January 25, 2007, as amended
      by a
      letter agreement, dated July 10, 2007, with Mark Challinor to serve as our
      Senior Vice President and Managing Director of G8Wave UK pursuant to which Mr.
      Challinor is entitled to receive an annual base salary of £105,000. In addition,
      Mr. Challinor is eligible, at the discretion of our board of directors, for
      a
      (i) performance-based bonus based on a percentage of our company’s EBITDA as
      described in the agreement, and (ii) salary-based bonus of up to 20% of his
      base
      salary. Mr. Challinor’s employment may be terminated at any time by us for
“cause” as described in the agreement.





We
      are a
      party to an employment letter agreement, dated August 27, 2007, with William
      Duke which will expire on October 1, 2009 (subject to the automatic renewal
      provisions for additional one year periods) to serve as our Chief Financial
      Officer. The agreement provides for a base salary of $175,000 per year, which
      may be increased from time to time by the Board of Directors of the Company
      (the
“Board”), in its sole discretion. Mr. Duke will also be eligible to receive an
      annual bonus of up to 20% of his then current base salary, based upon Mr. Duke
      meeting certain performance goals as determined by the Board. In the event
      of a
“change of control” (as defined in the agreement), Mr. Duke will be entitled to
      (i) the immediate vesting of all RSUs issued under the agreement, and (ii)
      a
      severance payment equal to (A) twelve months base salary, and (B) an annual
      bonus of 20% of then current base salary, provided that Mr. Duke agrees to
      remain in the employ of our company for 90 days after the change of control,
      if
      so requested. If Mr. Duke is terminated by us without cause (as such term
      defined in the Agreement), Mr. Duke will receive (i) his base salary and
      employee benefits for six months, (ii) a pro rata percentage of his bonus,
      and
      (iii) six month vesting acceleration of outstanding stock
      awards.




**14.**
            **Related
                Party Transactions**




Related
      parties controlled through common ownership are as follows:




The
      Boston Phoenix Trust


Infort,
      Inc.


Stuff
      Magazine, LLC


Tele-Publishing
      of Canada, LLC


Tele-Publishing,
      Inc.


TP
      Corporation


TPI
      International LP




*Operations*


The
      Company makes non-interest bearing advances to and from related entities and
      charges fees and expenses in the normal course of business for management and
      other administrative services. The balance due to these entities as of December
      31, 2007 and 2006 was $29,838 and $156,974, respectively.




*Transition
      Services Agreement*




Management
      fees are paid to The Boston Phoenix Trust pursuant to a year-to-year service
      and
      facilities agreement. The fee is based on the Company’s allocable share of
      personnel, facilities, and equipment costs incurred by The Boston Phoenix Trust
      on its behalf. Total management fees paid to The Boston Phoenix Trust for the
      year ended December 31, 2007 amounted to $132,000 and $99,000 for the year
      ended
      December 31, 2006.




*g8wave,
      Ltd. acquisition*


On
      April
      21, 2006 the Company acquired all the outstanding capital stock of g8wave,
      Ltd.
      from an entity controlled by a relative of the founding stockholder for
      $1,300,000. The payment was recorded as a dividend by the Company.




*Trademark
      acquisition*


On
      April
      21, 2006, the Company acquired the “g8wave” trademark and related intellectual
      property from an entity controlled by a relative of the founding stockholder
      for
      $100,000. The Company wrote off the payment of the trademark by December 31,
      2006.


F-17


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





*Other
      assets acquisition*


On
      April
      21, 2006, the Company acquired assets, consisting of account receivable and
      prepaid expenses, from an entity controlled by a relative of the founding
      stockholder for $100,000. The deal also included forgiveness of debt owed by
      the
      Company to the entity. The total net book value of the assets received by the
      Company, including the forgiveness of debt, was $301,327. The Company wrote
      down
      the value of the prepaid assets by $201,327 upon the recording of the
      transaction.




**15.**
            **Concentrations**




*Significant
      Sources of Revenue*


Significant
      sources of revenue are derived from the Company’s relationships with wireless
      carriers. The failure to successfully negotiate agreements with such wireless
      carriers on favorable terms or to maintain such relationships could have a
      materially adverse effect on revenues. The Company considers its mobile content
      distribution to be concentrated when a single carrier accounts for more than
      25%
      of the total gross revenue generated from usage.





*Concentration
      of Credit Risk*


The
      Company has potential concentration of credit risk, in that, at times, it may
      maintain deposits with financial institutions in excess of amounts insured
      by
      the Federal Deposit Insurance Corporation (FDIC). As of December 31, 2007,
      $495,704 in deposits exceeded the amounts insured by the FDIC.




**16.**
            **Subsequent
                Events**





On
      December 11, 2007, the Company entered into an agreement to engage the services
      of Stern & Co. (“Stern”) as an outside business consultant for a period of
      six months. In return for consulting services, the Company will issue Stern
      500,000 restricted shares of the Company’s common stock on an agreed upon
      vesting schedule. In accordance with the vesting schedule, 100,000 restricted
      shares were issued on January 8, 2008, 80,000 restricted shares were issued
      on
      January 23, 2008, and 80,000 restricted shares were issued on March 13, 2008.




On
      January 25, 2008, the Company entered into an amendment to its employment
      agreements with each of its Chief Executive Officer, Habib Khoury, and its
      Chief
      Strategy Officer, Brad Mindich. The amendments permit the Company, at its sole
      election and for no more than eight (8) pay periods annually, to make payments
      of each executive’s base salary in the form of shares of the Company’s common
      stock issued under the Company’s 2007 Equity Incentive Plan (a “Stock
      Election”), in lieu of cash. Under the amendments, the Company’s right to make a
      Stock Election will terminate immediately prior to the Company’s consummation of
      an acquisition of all or substantially all of the business of another entity
      or
      the acquisition by another entity of all or substantially all of the Company’s
      business, in each case, whether by merger, asset sale, stock sale, or other
      form
      of transaction. There were no other changes to the terms of either Mr. Khoury’s
      or Mr. Mindich’s employment agreement.




Effective
      January 30, 2008, Leslie E. Bider resigned from the Board of Directors (the
      “Board”) of the Company. Mr. Bider’s decision to resign was based on the demands
      on his time from other professional commitments, and not the result of any
      disagreement relating to the Company’s operations, policies or practices.





On
      January 30, 2008, the Board appointed Karl Spangenberg as a director to fill
      the
      vacancy on the Board created by Mr. Bider’s resignation. There were no
      arrangements or understandings between Mr. Spangenberg and any other person
      pursuant to which he was selected as a director. In accordance with the
      Company's 2007 Stock Incentive Plan, the Company granted Mr. Spangenberg a
      10-year option to purchase 166,725 shares of the Company’s common stock at an
      exercise price of $0.37 per share. Mr. Spangenberg’s options will vest as to 25%
      of the number of shares subject to the option on the one year anniversary of
      the
      date of the grant, and the remaining 75% of such shares will vest thereafter
      in
      equal quarterly installments over the next three years.





On
      January 31, 2008, the Company entered into settlement agreements and releases
      of
      claims (collectively, the “Settlement Agreements”) with certain shareholders
      (individually, a “Settling Investor,” and collectively, the “Settling
      Investors”) who purchased shares of common stock and received warrants to
      purchase additional shares of common stock in a private placement (the “Private
      Placement”) of the Company’s securities on or about August 13, 2007. Subsequent
      to and in connection with the Private Placement, a potential dispute arose
      between the Company and the Settling Investors. The Company does not believe
      that it has any liability to the Settling Investors in connection with the
      Private Placement, but determined that the economic and other costs (such as
      diversion of management’s time and attention) of defending the potential dispute
      would exceed the costs of settling with the Settling Investors.


F-18


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





Pursuant
      to the terms of the Settlement Agreements, the Settling Investors agreed to
      release all claims and causes of action they might have against the Company,
      other than those to enforce their rights under their respective Settlement
      Agreement. In consideration
      for such releases, the Company issued to the Settling Investors warrants
      (collectively, the “Warrants”) to purchase up to an aggregate of 1,283,282
      shares of the Company’s common stock at an exercise price of $0.05 per share,
      which Warrants were exercisable within ten (10) days after the date on which
      they were issued. The Company also agreed to file a registration statement
      registering the shares of common stock issuable upon exercise of the Warrants
      within forty-five (45) days following the earlier of (i) the completion of
      the
      Company’s audit for the year ended December 31, 2007, and (ii) the filing of the
      Company’s Annual Report on Form 10-KSB for the year then ended.  Simultaneously
      with the execution of the Settlement Agreements, the Settling Investors
      exercised their respective Warrants, as set forth in the table below, to
      purchase an aggregate of 1,283,282 shares of the Company’s common stock, for an
      aggregate exercise price of $64,164.





On
      February 1, 2008, the Company entered into a services agreement with Lion Gate
      Capital, Inc. (“Advisor”). Under the terms of the agreement, Advisor would
      provide advisory services to the Company for a period of six months. As
      compensation for the services to be rendered, Advisor received a warrant to
      purchase up to 550,000 restricted shares of the Company’s common stock at a per
      share exercise price of $0.05. Simultaneously with the execution of the services
      agreement, Advisor exercised its respective warrants to purchase an aggregate
      of
      550,000 restricted shares of the Company’s common stock, for an aggregate
      exercise price of $27,500.





Effective
      February 21, 2008, Chad Brownstein resigned from the Board of the Company.
      Mr.
      Brownstein’s decision to resign was not the result of any disagreement relating
      to the Company’s operations, policies or practices.




On
      February 26, 2008, the Board appointed Habib Khoury as a director to fill the
      vacancy on the Board created by Mr. Brownstein’s resignation. There were no
      arrangements or understandings between Mr. Khoury and any other person pursuant
      to which he was selected as a director.





F-19


**g8wave
      Holdings, Inc.**


**Notes
      to Consolidated Financial Statements**





On
      April
      16, 2008, the symbol under which the Company’s common stock is quoted on the
      Over-the-Counter Bulletin Board (the “OTCBB”) was changed from “GEWV.OB” to
“GEWVE.OB,” as a result of the Company’s failure to be in full compliance
      with its reporting obligations under the Securities Exchange Act of 1934, as
      amended (the “34 Act”), as required by NASD Market Place Rule 6350 (“Rule
      6350”). Rule 6350 requires, among other things, that in order for a domestic
      equity security to be eligible for quotation on the OTCBB, the issuer of such
      security must be current in its reporting obligations under the 34
      Act.





On
      April
      22, 2008, g8wave, Inc., (the “Borrower”), entered into a Revolving Credit and
      Security Agreement (the “Loan Agreement”) with PMCG Management Company, LLC (the
“Lender”). Mr. Mindich, an officer, director, and stockholder of the the
      Company, has a significant ownership interest in, and is a director of, the
      Lender.





Pursuant
      to the terms of the Loan Agreement, at the Borrower’s request and in the
      Lender’s sole discretion, the Lender will make loans to the Borrower in an
      aggregate principal amount at any time outstanding not to exceed $250,000,
      which
      amount is subject to increase at the Lender’s discretion. Each loan will bear
      interest at the Prime Rate (as reported from time to time in the Wall Street
      Journal) plus 2 percent per annum and will be calculated based on a 360 day
      year
      and actual days elapsed. Accrued interest is payable in arrears on the first
      business day of each month. Any amounts not paid when due bear interest at
      a
      default rate equal to the Prime Rate plus 5 percent. The loans and all other
      indebtedness owing to the Lender are secured by a lien on all or substantially
      all of the Borrower’s assets.





The
      loans, including all interest, fees, expenses and other amounts payable under
      the Loan Agreement, as well as any other indebtedness owing to the Lender,
      are
      payable within 10 days after a demand for payment is made by the Lender (the
      “Demand Period”). However, if the Company and Mr. Mindich enter into a
      definitive agreement for the sale by the registrant to Mr. Mindich of all of
      the
      Subsidiary Shares, the Demand Period will be extended to 20 days. The Borrower
      may prepay the loans at any time.




On
      April
      24, 2008, William Duke, the Company’s Chief Financial Officer, tendered his
      resignation from that position and as an employee of the Company. Mr. Duke’s
      resignation is be effective on a date to be determined, but is expected to
      occur
      on or prior to May 18, 2008 .


On
        May
        12, 2008, the Company entered into a Stock Purchase Agreement (the “Purchase
        Agreement”) with Mr. Mindich and PMCG Management Company, LLC (“PMCG”), pursuant
        to which the Company agreed to sell to Mindich (the “Sale”) all of the Company’s
        right, title and interest in and to the capital stock (the “Subsidiary Shares”)
        held by the Company in its wholly-owned subsidiary, g8wave, Inc., a Delaware
        corporation (the “Subsidiary”). Mr. Mindich is an officer, director, and
        stockholder of the registrant and has a significant ownership interest in,
        and
        is a director of, PMCG.
  Pursuant
        to the Purchase Agreement, in exchange for the Subsidiary Shares, Mr. Mindich
        has agreed to (1) pay to the Company at closing the sum of $30,000, (2)
        surrender to the Company all of the shares of the Company’s Common Stock held by
        Mr. Mindich (9,457,500 shares comprising approximately 39% of the Company’s
        issued and outstanding shares as of the date hereof), which shall be cancelled
        effective with the closing, (3) assume and agree to discharge certain of
        the
        Company’s liabilities, as set forth in the Purchase Agreement, (4) assume and
        agree to pay to the Company an amount that is reasonably necessary for the
        Company to continue in existence and remain in compliance with applicable
        laws
        and the rules and regulations of the Securities and Exchange Commission and
        state securities regulators for a period of 12 months following the closing,
        in
        an amount not to exceed $125,000, less the $30,000 payable at closing, and
        (5)
        obtain an extended reporting period endorsement to the Company’s D&O
        insurance policy for a period of 3 years following the closing.
  The
        Subsidiary Shares comprise all or substantially all of the Company’s assets.
        Accordingly, if the Sale is consummated, the Company will have nominal
        operations and assets and will be a shell company, as defined in Section
        12b-2
        of the Securities Exchange Act of 1934, as amended.
  Pursuant
        to the Purchase Agreement, Mr. Mindich is also required to indemnify, defend
        and
        hold harmless the Company, its affiliates, and certain other related parties
        from and against the liabilities being assumed by Mr. Mindich and all
        liabilities of the Subsidiary.
  The
        Purchase Agreement may be terminated (1) at any time by the mutual consent
        of
        the Company and Mindich, or (2) by the Company, at any time prior to obtaining
        disinterested stockholder approval, if the Board of Directors obtains and
        elects
        to pursue a bona fide acquisition proposal or financing proposal from a third
        party that the Company determines in good faith is superior to the transactions
        contemplated in the Purchase Agreement. In the event the Company terminates
        the
        Purchase Agreement or the closing does not occur by June 7, 2008 for any
        reason
        other than the failure of the conditions to the Company’s closing obligations to
        be satisfied, the Company shall pay to Mr. Mindich an amount equal to 120%
        of
        (1) any funds advanced by Company Mindich or his affiliate to the Subsidiary
        from the date of the Purchase Agreement to the effective date of termination,
        less any amounts required to be paid by the Subsidiary pursuant to the Loan
        Agreement, and (2) any out-of-pocket expenses incurred by Mr. Mindich in
        connection with the transactions contemplated by the Purchase Agreement.
        In
        addition, the Company shall grant to Mr. Mindich for a period of 20 months
        following the termination date, a non-exclusive right and license to use
        the
        technology and other assets of the Company necessary in the reasonable judgment
        of Mr. Mindich to permit him to fulfill his and his affiliates’ customer’s
        mobile technology campaigns on a continuing basis.
  If
        the
        Sale is consummated, the Company is required to promptly change its corporate
        name and is not permitted thereafter to use, or permit its affiliates to
        use,
        the name “g8wave” or any names reasonably similar
        thereto.


F-20