UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
10-K
  ANNUAL
REPORT
 PURSUANT
TO SECTIONS 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF
1934
 (Mark
One)
 þ
                    ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.
  For
the fiscal year ended December 31, 2008
 OR
 o
                  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.
  For
the transition period from _________ to _________
 Commission
File Number 333- 152050
  
 MOGGLE,  INC.
 (Exact
name of registrant as specified in its charter)
 Delaware
                (State
      or other jurisdiction of
                incorporation
      or organization)
              
              35-2327649
                
                (IRS
      Employer
                Identification
      No.)
 111
Presidential Boulevard
 Suite
212
 Bala
Cynwyd, PA 19004
 
 (Address
of principal executive offices) (Zip Code)
  Registrant’s
telephone number, including area code: (215) 463-4099
  Securities
registered pursuant to Section 12(b) of the Act:
  None
  
 Securities
registered pursuant to Section 12(g) of the Act:
  None
  Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o or No þ
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o or No þ
  Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ or No o
  
 
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
      accelerated filer o
                      Accelerated
      filer o
                      Non-accelerated
      filer o
                        (Do
      not check if a smaller reporting company)
                      Smaller
      reporting company þ
 Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o or No þ
  The
aggregate market value of the common stock held by non-affiliates was
$44,433,690 as  of  December 31, 2008. The closing price of
the common stock on that date was $2.00  as reported by the OTC
Bulletin Board. For purposes of this determination, we excluded the shares of
common stock held by each officer and director, their affiliates  and
by each person who was known to us to own 10% or more of the outstanding common
stock as of December 31, 2008. The exclusion of shares owned by the
aforementioned individuals and entities from this calculation does not
constitute an admission by any of such individuals or entities that he or it was
or is an affiliate of ours. At the
end of the Company’s last second fiscal quarter, (June 30, 2008) the Company did
not have a public float. During the Company’s last fiscal year ended December
31, 2008, the Company did not generate any revenues.
  We
had 36,288,276 shares of common stock outstanding as of the close of business on
March 25, 2009.
  DOCUMENTS INCORPORATED BY
REFERENCE
  NONE
  
  MOGGLE INC.
  FORM 10-K
ANNUAL REPORT
 Year
Ended December 31, 2008
  Unless
otherwise noted, the terms “we,” “us,” “our” refer to the combined and ongoing
business
 operations of Moggle,
inc.
 PageSPECIAL NOTE REGARDING FORWARD LOOKING
      STATEMENTS
                                  1PART
      IItem 1.
                                  Business
                                  1Item 1A.
                                  Risk Factors
                                  13Item 2.
                                  Properties
                                  24Item 3.
                                  Legal Proceedings
                                  24Item 4.
                                  Submission of Matters to a Vote of Security
      Holders
                                  24PART
      IIItem 5.
                                  Market for the Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities
                                  24Item 6.
                                  Selected Financial Data
                                  25Item 7
                                  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                                  26Item 7A.
                                  Quantitative and Qualitative Disclosures about Market
      Risk
                                  33Item 8.
                                  Financial Statements and Supplementary Data
                                  33Item 9A
                                  Controls and Procedures
                                  34Item 9B
                                  Other Information
                                  34PART
      IIIItem 10.
                                  Directors, Executive Officers and Corporate
      Governance
                                  34Item 11.
                                  Executive Compensation
                                  37Item 12.
                                  Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                                  41Item 13.
                                  Certain Relationships and Related Transactions, and Director
      Independence
                                  44Item 14.
                                  Principal Accountant Fees and Services
                                  45PART
      IVItem 15.
                                  Exhibits and Financial Statement Schedules
                                  46
  Table of Contents
  SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
  This Report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. We claim the protection of the safe harbor contained in the Private
Securities Litigation Reform Act of 1995 for these forward looking statements.
Our forward-looking statements relate to future events or our future performance
and include, but are not limited to, statements concerning our business
strategy, future commercial revenues, market growth, capital requirements, new
product introductions, expansion plans and the adequacy of our funding. Other
statements contained in this Report that are not historical facts are also
forward-looking statements. We have tried, wherever possible, to identify
forward-looking statements by terminology such as “may,” “will,” “could,”
“should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates” and other comparable terminology.
  We caution investors that any
forward-looking statements presented in this Report, or that we may make orally
or in writing from time to time, are based on the beliefs of, assumptions made
by, and information currently available to, us. Such statements are based on
assumptions and the actual outcome will be affected by known and unknown risks,
trends, uncertainties and factors that are beyond our control or ability to
predict. Although we believe that our assumptions are reasonable, they are not
guarantees of future performance and some will inevitably prove to be incorrect.
As a result, our actual future results can be expected to differ from our
expectations, and those differences may be material. Accordingly, investors
should use caution in relying on past forward-looking statements, which are
based on known results and trends at the time they are made, to anticipate
future results or trends.
  For further discussion of risks
effecting us and our operations and other factors see, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and “Risk
Factors” in this Report.
  This Report and all subsequent
written and oral forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We do not undertake any
obligation to release publicly any revisions to our forward-looking statements
to reflect events or circumstances after the date of this
Report.
   PART
I
  ITEM 1. BUSINESS
 
 Overview
  We were
incorporated in Delaware on February 11, 2008 under the name Chimera
International Group, Inc. On April 4, 2008 we amended our certificate of
incorporation and changed our name to Moggle, Inc. Our principle offices are
currently located at 111 Presidential Boulevard, Suite 212, Bala Cynwyd,
Pennsylvania 19004. We occupy this office, which is leased by an affiliate
of one of our directors, on a rent free basis. Our current telephone number is
(215) 463-4099. We have established a web site to help introduce our Platform to
the online gaming world (www.playmoggle.com). Persons viewing our website are
strongly cautioned that any information appearing on our web site should not be
deemed to be a part of this Annual Report (“Report”), and should not be utilized
in making a decision to buy our securities.
 
 We are a
start up venture and have not generated any revenues as of the date of
this Report. We intend to develop an online game platform which will allow
internet users to play massive multiplayer online games (“MMOG(s)”) through
their web browser without the need to download any software (the “Platform”). We
intend to develop multiple MMOGs for use on our Platform. Our Platform will be
designed to allow MMOG players to link into major online social networks such as
FacebookTM and MySpace TM and engage in MMOG play with their friends and
colleagues. Our Platform will also seek to allow game developers and other
interested parties to develop web based MMOGs directly by licensing our Platform
tools or by retaining our services. We are attempting to develop and
incorporate technology into the Platform which we believe will be desirable to
movie studios, book publishers and other media creators which will allow for the
rapid transformation of existing media into MMOGs. The Platform will also seek
to support integration with in game advertising content providers and other
mainstream in game ad content providers and provide advertising management and
tracking capabilities. We expect that it will take between one and a half and
three years to fully develop the Platform provided that we have succeeded in
raising a minimum of $9,500,000 in capital. However as a result of the many
risks which we outlined in this Report included in the ”Risk Factors”
section, there is no assurance that even if we raise such capital we will
be able to develop the Platform according to our business plan, and if
,developed generate revenues sufficient to sustain our business.
 
  Industry
Background
  We
consider our proposed business to be part of
the overall entertainment industry. At the most fundamental
level, our products will compete generally with other forms of entertainment,
such as motion pictures, television and music, for the leisure time and
discretionary spending of consumers. The specific industry which our products
will compete in is the video game industry. Our management believes that video
games have increasingly become a mainstream entertainment choice for both
children and adults. We believe that new generations of console game
systems, improved graphics and expanded
artificial intelligence capabilities of new game consoles
have significantly
enhanced game play and enabled rapid significant  industry growth.
  1
 Table of Contents
 
 The video
game market reflects consumer spending on console games (including handheld
games), personal computer games, online and web games and wireless games played
on mobile phones. According to PricewaterhouseCoopers (‘PWC”) in a
report entitled Global Entertainment and Media Outlook 2007 – 2011, the
video game market in the United States, Europe, Middle East, Africa, Asia
Pacific, Latin America and Canada will increase from $31.6 billion to $48.9
billion in 2011.
 
 Video
games are played by a large majority of the general American population
..DFC Intelligence (“DFC”) estimates that over 120,000,000 people play video or
computer games in the United States alone. Despite general conceptions
that game players are generally children and teens, the
Entertainment Software Association (“ESA”) found that
current user demographics, which directly apply to our video game industry, show
that:
 
 *
              Sixty-seven percent
      of American households play computer and
      video games.
 *
              The
      average game PLAYER is 35 years old and has been playing games for 12
      years.
 *
              Thirty-five percent
      of American parents say they play computer and video
      games.
 *
              Eighty
      percent of gamer parents say they play video games with their
      kids.
 
 Due to
overall increases in broadband availability on a global basis, together with
better networking technology and multimedia encoding techniques, it is becoming
increasingly feasible to provide the same if not better quality game
entertainment through the Internet than was previously delivered only through
more conventional distribution mediums such as TV game consoles. With
the millennial generation growing up with the internet and online
connectivity as expectations for communication and entertainment, the Company
believes that the online segment of the video game industry will grow
significantly. According to DFC in a June 2006 report entitled "Online Game
Market", worldwide online game revenue is expected to increase from $3.4 billion
in 2005 to $13.1 billion in 2011. While PWC forecasts that online game
revenue will reach at least $11.8 billion by 2011. DFC estimates that the number
of worldwide online game players will reach 364,000,000 people by 2011. Clearly
the projections for growth in the online game market are
substantial.
 
 The
online game market is composed of two major segments,  massive
multiplayer online games (‘MMOGs”) and casual games. MMOGs are typically
played by thousands of people worldwide on a simultaneous basis with games
continuing for weeks or months such as World of Warcraft. Casual
games are typically puzzle, card and/or arcade style games designed for one
or a limited number of players such as Tetris. We currently intend to focus our
efforts in designing products for the MMOG portion of the online game
market .We believe that the convergence of technologies involving MMOG’s, social
networking and virtual worlds combined with increased broadband capacity and
speed will increase market demand. We further believe that, improved graphics
and expanded artificial intelligence capabilities of the new MMOG engines and
platforms will enhance game play and help grow our industry significantly. DFC
has projected that total MMOG worldwide revenues will increase from $1.8 billion
in 2005 to $5.9 billion in 2011.
 
 The
development of MMOG’s has occurred over the last thirty years - although the
timeline is subjective – based on what is considered ‘Massively Multiplayer’. In
the 1980’s a handful of games were available generated user bases in the
hundreds. In the 1990’s the number of online players increased in the US with
EverQuest in 1999 achieving 550,000 users as the first 3D MMOG. South Korea has
traditionally had a much higher availability of broadband than most other
countries. This has also lead to the establishment of online game rooms in South
Korea which continue to be popular today. In 1998, Lineage was made specifically
for the South Korean game rooms and attained a maximum of 30 million
subscribers. Toontown was the first MMOG developed specifically for children and
it reached 110,000 subscribers in 2006. In 2004 World of Warcraft (“WoW”), a 3D
RPG was released. WoW has over 10 million subscribers with revenues estimated to
be in the $700 - $800 million a year range. WoW is expected to be the world’s
first billion dollar game.
 
 We
believe MMOG
games will continue to experience significant growth for
the following reasons:
 
 *
              The
      convergence of technologies involving MMOG’s social networking and
      virtual worlds combined with increased broadband capacity and speed will
      increase market demand
 
 *
              The
      games offer regular content updates
      with changing story lines through downloads and flexible
      architecture, keeping the game dynamic and fresh for
      players.
 
 *
              The
      games extend the realism of game play, by offering cutting edge
      technology, which makes the player feel they are actually part of the
      environment.
 
 *
              Improved
      graphics and expanded artificial intelligence capabilities of MMOG
      will stimulate interest.
 
 *
              The
      games create new opportunities to foster competition and
      mutual aid, by engaging mutual friends or players in
      a 'combat', team or support
situation.
 
 2
 Table of Contents
  *
              The
      games present a compelling new social environment, and an opportunity to
      meet new friends and share similar mind frames, existence, and survival
      techniques.
 
 *
              The
      games offer an attractive new and recurring revenue source for game
      companies, as evidenced by the top performers who attain many subscribers
      in their compelling games as well as unique advertising and product sale
      opportunities and (see “Our Revenue Model”
  below).
 
 Our plan
is to quickly develop our Platform and MMOGs, using the proceeds which may raise
through the future sale of equity and/or debt, to allow us to capture market
share in this rapidly growing industry by taking advantage of recent
technological advances in online software development and the continuing
increase of global broadband access. We estimate that at least $9,500,000 in
capital will be needed to consummate our current business plan. There can be no
assurance that we will be successful in our efforts to raise
capital.
 
 Our
Platform
 
 Rather
than focusing on the development of a single MMOG, we intend to create an online
Platform which will allow for multiple functions and revenue opportunities in
the growing online game marketplace. We intend to design our Platform so
that game players can play state of the art web based MMOGs
without the need to download any software , developers can build state
of the art web based MMOGs and movie studios, book publishers and other media
creators can rapidly transform their existing media into MMOGs. We believe this
strategy will allow us to take advantage of multiple revenue sources and help
ameliorate risk. As of the date of this Report, we have not commenced the actual
development of our Platform. We have merely identified the desired features and
goals of the Platform that we will attempt to develop and create with the
proceeds of this offering. There can be no assurance that even if we are
successful in raising capital, we will be successful in reaching all and/or any
of our goals for the Platform. Moreover there can be no assurance that even if
we develop the Platform in accordance with our plans, that it will achieve
market acceptance and generate revenues to sustain our operations.
 
 We intend
to introduce the online MMOG community to our Platform by developing one or two
initial MMOGs for use on the Platform. Our intention is for such MMOGs to
showcase the ability of the Platform to rapidly create state of the art true web
based MMOGs. Our MMOGs, unlike many existing MMOGs currently on the market
today, will allow internet users to play MMOGs through their web browser without
the need to download any software. We believe that there are many advantages to
the use of the true web based development architecture we intend to create
including;
  1)
              The
      ability to retain control of the worldwide distribution of the
      games.
 2)
              The
      ability to change content and direction to millions of users in one
      action. We believe this will be very useful for the delivery of
      advertisements as well as the introduction of new items of interest to the
      gamers.
 3)
              The
      ease of delivery of upgrades, new features and promotional
      events
 4)
              The
      ability to create and launch new titles
rapidly
 5)
              The
      immediate and easy access worldwide by anyone with an internet
      connection.
 6)
              The
      ability to directly integrate with common online social
      networks
 7)
              The
      integration with leading in-game advertising, tracking and
      reporting systems.
 8)
              The
      ability to run on a variety of platforms including mobile devices.
      This is a rapidly growing market particularly in
  Europe.
 
 The
planned Platform will be comprised of a game engine at its core, a people layer
and a content management layer. The game engine will be developed to allow
hardware accelerated state of the art 3D games to be streamed into a web browser
window without the need for any software downloads. The engine will be based on
the OpenGL standard. We intend to design the engine so that it will allow for
the development of MMOGs that can be played on multiple platforms including
Windows and Macintosh environments as well as mobile devices. In addition,
the unique streaming aspect of the planned engine will allow games to be
developed that are near 'instant play'. When a player first runs a game only the
minimum of data is streamed to their machine. Additional data such as 3D models,
terrain and sound will be seamlessly streamed over the Internet as and when
required and cached on the user's local machine. We intend to design the
architecture to also support the ability to provide content distribution across
multiple servers and geographies thus allowing developers to use other
specialized content delivery technologies for their games.
 
 We
believe that the game engine will be well suited for the development of MMOs and
Virtual Worlds. Data can be incrementally downloaded as the player explores the
world around them. Multiple worlds, environments will be supported and each
world can be seamlessly spanned across multiple servers allowing all players to
share the same world if desired. We are designing the game engine to incorporate
proprietary technology which we intend to develop which we believe will shorten
the development time of online games from the typical industry time of 12 to 36
months to less than six months. We believe that this technology will provide a
framework to allow Moggle and its licensees the ability to rapidly create and
distribute games based on existing media sources such as movies,
photos, books, TV shows and other sources. This technology will be designed
to allow for the transformation of existing media characters into 3D
MMOG game ready characters almost instantaneously. We believe that this will
allow publishers, movie studios, and other media producers to rapidly create
promotional and revenue-based games at a fraction of the time and cost currently
available. We also intend for the engine to support integration with mapping
APIs from providers like Google Map API, Yahoo Maps, Microsoft Maps and others.
This integration will make it possible for games to use location mapping, real
time traffic analysis, street level views and other value added mapping services
available. This will greatly enhance the user experience for racing
games.
  3
 Table of Contents
 
 The
second component of the platform is a people layer. The people layer will
consist of API’s that will be compliant with the Open SocialTM and FacebookTM
standards. These API’s will provide game developers the ability to allow users
on social networking sites to play their games without leaving the respective
sites. Specifically the API’s will support user authentication, friend
discovery, network and group discovery and profile management. Other uses of
this API will be to connect to any other application that is compliant with the
Open Social and FacebookTM standards. We also intend to allow for detailed
personalization of characters in a more expansive way than presently
provided by many MMOG games today. We believe that this will be a exciting
feature that has the potential to connect the user more directly to a game. We
intend to incorporate into the Platform  technology to directly create
characters from social network profiles and photographic images, allowing a much
stronger personalization of the game by individuals, families, sports teams,
schools and other social groups.
  The
content management layer will be used to allow third party content providers to
provide dynamic content to games developed using the platform. This could be in
game advertisements, media such as movie trailers, online advertisements and
other web content. The Platform will also be designed to support integration
with in game advertising content providers such as IGA, Massive Incorporated,
Game Creative, Jogo Media and other mainstream in game ad content providers. API
level integration will be made available for these platforms. This will enable
game developers to select an in-game provider and be able to place ad content in
the game via standard API's. This will support static, dynamic and incidental
content. The platform will provide an ad management console for ad providers to
manage the content that is pushed to the games in real time. Depending on the
type of API available from the ad providers, ad metrics will be pushed back to
the provider and also be available to the developer.
 
 Presently
we intend to develop and create our Platform, and the technology and software
needed to meet the features and goal we have set for the Platform, through
an in house development team consisting of producers, game designers,
software engineers, artists, animators, scriptwriters, musicians
and songwriters, sound effects and special effects
experts and game testers we intend to hire with the proceeds of this
offering. We may also seek to rely third party work for hire developers, artists
and other personnel to supplement and support the in-house team that we will
hire. We plan to use international software developers to address different
technologies, languages and cultures and to provide the broadest based expertise
for the online gaming markets. Management shall make the decision as to whether
to use in-house or third party development resources based upon the creative and
technical challenges of the area of development. We may also seek to evaluate
any number of pre-market technologies that would allow us to rapidly develop its
main Platform technology and accelerate our time to market. If we believe such
technologies would assist us in achieving our business plan we may acquire
and/or license such technologies.
 
 As of the
date of this Report we have engaged a third party overseas game technology
development company to prepare a demonstration model designed to exhibit certain
basic features of our planned Platform. Upon completion of this offering, we may
continue to utilize the services of such development company to assist with the
further development of the platform. This development company has provided
software development services for entities which our Chairman of the Board has
been associated with for the last seven years.
  Our
MMOGs
  Our games
will be based on intellectual property that is either wholly-owned by us or
licensed from third parties. We plan to develop our games using both internal
development resources and external development resources working for us pursuant
to contractual agreements. We plan to market and distribute our games for sale
throughout the world. We plan to develop, market and sell multiple MMOG’s that
will operate on and be delivered by the Platform. Our MMOGs will be fully
browser based games that will not require any software downloads.
Accordingly our MMOGs may be accessed and played from anywhere in the world on
any computer that has an available internet connection. The games will all be
linked to social networks including; FacebookTM ,LinkedIn and MySpaceTM and will
encourage groups of friends, teammates, and business colleagues to enjoy
online game focused entertainment together. All MMOG’s will be delivered
online from central controlled servers by us. We will make all games
available on a worldwide basis and will use the key marketing outlets on the
internet including the social networks to advertize the games and attract new
players. Upon completion of development, each game will be extensively
play-tested to ensure compatibility with the appropriate browsers and
bandwidths. To support our products after release, we plan to provide
online access to our customers on a 24 hour basis as well as operator help lines
during regular business hours. The customer support group will track customer
inquiries, and we plan to use this data to help improve the development and
production processes.
 
 The
initial MMOGs that we intend to develop will serve as a showcase for the MMOG
marketplace to become educated as to the features and benefits of our Platform.
One MMOG that we are currently considering creating, provided sufficient capital
is raised,  is based on an international famous sport (the “MGame”).
This MMOG is in its most earliest stages of creation as only a high level and
general concept of what the game may be like has been discussed among the
Company’s management. Accordingly there can be no assurance that this game or
any game like it will be actually developed by the Company even if the Company I
successful in its capital raising activities. Should the Company’s management
believe that a different game concept will be more suited to showcasing the
Platform or for any other reason be more beneficial to the Company, this game
concept may be dropped entirely and another developed in its
place. The current idea for the MGame is to stage an online tournament
type event that will be played over a period of two-three months with various
stages. One of the first stages will involve the building of a
players’ online game entry. The player will have to make choices about
various components of the game entry. During the MGame there will be
different kinds of game conditions and certain choices will perform better in
certain conditions. There will also be a series of trials and other events to
test the entrants prior to the game. The winners of these trials will
receive rewards that can be used to increase the player’s chances of winning the
MGame. Each trial will occur at a certain time online, thus creating an
audience. We will attempt to solicit advertisers for the various trials as
well as for the MGame itself.
  4
 Table of Contents
 
 The game
will be structured in a manner that during the first month of setup and
trials, we can attract as many subscribers as possible and they can join in the
game as late as the day the MGame begins.
 
 We are
anticipating advertising revenues for this game from various sources
including;
  ·
              manufacturers
 ·
              Accessory
      manufacturers
 ·
              Local
      Businesses in visited cities
 ·
              Lifestyle
      companies
  Some of
the anticipated types of advertising available from lowest price to
highest;
 
 ·
              Static
      Advertisements on Moggle’s host web
site
 ·
              Advertisements
      on Billboards and other locations in the
MGame
 ·
              Realtime
      advertising
 ·
              Trial,
      city and other event sponsorship
 ·
              Overall
      game sponsorship
  The game
will be developed as a pure online game ( without any software downloads) with a
combination of animation and real images. Using readily available techniques and
integration technologies, gamers will be given a realistic game experience with
obstacles and real time conditions. The game will initially be made
available as a time based tournament.
 
 The MGame
will attempt to show the MMOG marketplace many features associated with the
Platform including state of the art graphics and game play technologies, the
advantages of a true web based browser MMOG by incorporating real time
information into game play thereby dynamically changing a users game experience,
the ability to insert real time advertising and obtain real time ad
tracking and reporting information and the ability to create a web based MMOG in
a shorter time frame than typical industry standards.
  Plan
of Operations and Projected Development Timeline
  During
the first twelve months of 2009, our ability to execute on our current plan of
operations is dependent on raising capital of up to $9,500,000. In the event
that we are unsuccessful in raising capital we will utilize our cash to
attempt to complete a limited demonstration model of our Platform . We will not
be able to attempt the commercial development of the Platform or MMOGs. In
such event we will attempt to seek out alternative forms of financing
and/or attempt to enter into joint ventures or partnerships in order to raise
sufficient funds to attempt to execute on our business plans to develop the
Platform and multiple MMOGs.
  In the
event that we are successful in raising between $1,000,000 and
$5,000,000 in capital, our plan of operations will change to focus on the
development of one or possibly two MMOGs, instead of attempting to develop the
Platform. We will significantly reduce our hiring plans by seeking
to hire only a small number of key individuals and rely significantly
on outsourced foreign labor. We believe that such proceeds will allow us to
continue operations through 2009 and we will be required to generate
revenues in excess of cash expenses in 2010 in order to continue operations. We
will attempt to raise additional funds in 2010 in the event that our cash flow
requirements are not satisfied by revenues. We also will look to raise
additional funds in order to allow us to commence development of the
Platform.
  In the
event that we are successful in raising in excess of $5,000,000 bit less
than $9,500,000 in capital we will scale back our current hiring plans in
2009 and 2010 but will proceed as planned with the development of a Platform. As
a result of reduced funding a smaller number of games will be attempted to be
produced and marketing will be delayed. It is anticipated that this lower level
of funding will allow the Company to operate, based on its current plan of
operations, through 2009 without the need to generate revenues or seek out
additional funding. However we anticipate that due to the reduction of net
proceeds available to us in such event , we will experience
a  delay in introduction of the Platform until 2011 or possibly 2012.
Therefore at such time additional funding will be needed if revenues from MMOGs
are not sufficient to meet our cash flow needs and marketing plans.
  5
 Table of Contents
  In the
event that we are successful in raising $9,500,000 in capital , we believe that
based on our current projections, such funds should be sufficient
for us to complete the development of the Platform and multiple MMOGs.
Accordingly we believe that such proceeds will be sufficient for us to continue
our planned operations throughout 2009.
  The
foregoing use of proceeds and project implementation projections were
prepared by us in good faith based upon assumptions that we believe to be
reasonable, provided sufficient capital is raised. No assurance can be given,
however, regarding the attainability of the projections or the reliability of
the assumptions on which they are based. The projections are subject to the
uncertainties inherent in any attempt to predict the results of our operations,
especially where new products and services are involved. Certain of the
assumptions used will inevitably not materialize and unanticipated events will
occur. Therefore, the actual results of operations are likely to vary from the
projections and such variations may be material and adverse to the
Company. Therefore the projections are included solely to give prospective
investors information concerning the Company’s estimates of future operating
results based on our assumptions and no assurance can be given that such results
will be achieved. The Company reserves the right to conduct its business in a
manner different from that set forth in the assumptions as changing
circumstances may require. Moreover due to changes in technology, new
product announcements, competitive pressures, system design and/or other
specifications we may be required to change the current plans for our Platform
and MMOGs. Therefore, we cannot provide any assurances that the Platform and
MMOGs can be completed within our projections. In case of budget over-runs and
additional expansions, we may choose to finance such capital expenditures
through the issuance of additional equity or debt securities, by obtaining a
credit facility or by some other financing mechanism. If we choose to seek
financing for such expenditures, we cannot provide any assurances that such
financing will be available on terms reasonably acceptable to us or at
all.
 
 The
following sets forth the Company’s current timeline for the development of its
Platform and initial MMOGs assuming that the Company has successfully raised
$9,500,000 in capital. In the event the Company is unable to raise such capital
and/ or unanticipated problems or issues are experienced in any of the
Company’s planned activities, even if such capital is raised, the Company’s
ability to meet such timeline may be adversely effected. Accordingly there is no
assurance that we will be successful in meeting such goals.
  2009
  ·
              Development
      of Technology Platform
 ·
              Development
      (acquisition) of one or more initial
games
 ·
              Marketing
      to social networks
 ·
              Tournaments
      established
 ·
              Tournament
      play released
 
 2010
 
 ·
              Ongoing
      development of Technology Platform
 ·
              Development
      of MMOG's
 ·
              Release
      of MMOG's
 ·
              Marketing
      to social networks
 ·
              Marketing
      of tournament and game sponsorship
 ·
              Marketing
      of ability to develop games rapidly for large corporations and
      studios
 ·
              Continuation
      of tournament development and geographic
  expansion
 
 2011
 
 ·
              Marketing
      of company as a Technology Platform for game and online media development
      and release
 ·
              Continuation
      of Moggle titles for MMOG's
 ·
              Continuation
      of tournament development
  Our
Revenue Model
  We have
not generated any revenues as of the date of this Report. We do not anticipate
that any revenues will be generated by us without the sale of the Shares in this
offering. Even upon the sale of all of our Shares and the meeting of our
Platform and MMOG development goals, of which there can be no assurance, we do
not project that any significant revenues will be realized until 2010 at the
earliest. The following sets forth our time line as to type of revenues which we
project and our plans with respect to attaining such revenues.
  6
 Table of Contents
 
 
 
 Advertising
Revenue
  DFC
reports that North America is expected to be far and away the largest market for
online game advertising revenue, accounting for 51% of overall revenue in 2012.
North America online game advertising is forecasted to increase from about $235
million in 2006 to $481 million in 2012, a 104% increase. DFC
also forecasts that Worldwide online game advertising revenue is
expected to grow to $936 million a 175% increase over the approximate $305
million generated in 2005. By focusing our game Platform technology to embrace
advertising from the outset, we believe we may be well positioned to sell and
deliver in-game advertising in North America and worldwide.
 
 We are
excited about the potential for advertising revenue driven by gameplay. We plan
to work with game industry ad placement companies to help promote advertising
opportunities within our framework. We intend to include in our Platform support
integration with in game advertising content providers such as IGA, Massive
Incorporated, Game Creative, Jogo Media and other mainstream in game ad content
providers. API level integration will be made available for these platforms.
This will enable game developers to select an in-game provider and be able to
place ad content in the game via standard API's. This will support static,
dynamic and incidental content. The platform will provide an ad management
console for ad providers to manage the content that is pushed to the games in
real time. Depending on the type of API available from the ad providers, ad
metrics will be pushed back to the provider and also be available to the
developer.
  We will
provide outlets for three types of advertising:
 
 ·
              Placement
      Advertisements
 ·
              In
      Game Advertising (2 tiers)
 ·
              Sponsorship
      Advertising
  Placement
advertising will be offered where a vendor can place advertisements around a
game on the site that launches it. The advertisements will not have sounds but
may be flash or other types of banner advertizing. In-game advertising will be
offered on two levels. The lower tier will show a non-moving image of a
company’s logo or message on a billboard or other outlet within the game. The
higher tier will be the incorporation of a company’s products as a natural part
of the game. This is more immersive and we believes we will be able to charge a
premium price for this level of product placement in an online game. In the
example of an online Soccer World Cup tournament, advertisers may advertise on
the team strip for Holland for example. Due to the technology being developed
there is also an opportunity to deliver advertising into a game during gameplay.
This allows a more ad-hoc premium advertising capability for a company that may
wish to drop in an advertisement to a well-profiled group of several thousand
gamers in a certain location or at a tournament. In the example about of a World
soccer tournament it could be an advertisement or offer placed as a result of
one player scoring a hat-trick. Sponsorship advertising will be available with
online tournaments. This is also a high-level placement - where the advertising
company will have a prime position and opportunity to deliver promotional offers
to tournament players. This real time advertising feature ,once developed, would allow
for updated promotions and products including special coupon arrangements for
seasonal shopping and products.
  7
 Table of Contents
 
 Statistics
from Neilsen , DFC Intelligence and many others indicate that time spent by
under 50’s on the internet is taking away from time they would otherwise spend
watching TV. This trend is on the increase and companies that traditionally use
TV as an advertising medium are looking to diversify their advertising spend.
The few Grand Audience events like the Superbowl and the final of American Idol
still attract huge numbers of viewers and as a consequence the price for
advertising is very high. We believe that a current problem with MMOG games and
other online games with respect to converting TV ad dollars to gaming ad dollars
is that there is no concept of an audience – the way an advertiser wants to
define it. On World of Warcraft, for example, its impossible to know who’s on
when and will they be back at the same time slot tomorrow or next week. Moggle
plans to develop its technology and games from the start with the ability to
advertise in mind. Moggle plans to develop games in a manner that will be
attractive to mainstream advertisers looking to diversify from TV and move into
an online medium where they know their customers will be. Moggle believes that
the concept of creating Grand Audience’s will prove very attractive to
advertisers The idea of tournaments is to drive an audience together at a set
time –more closely aligned to the idea of watching a TV show at a certain time
and day, and remembering to be at home in time for the final of American Idol,
which 35 Millions Americans did. For example – for the Grand Car Race there are
many potential advertisers including; Car manufacturers; Toyota, BMW, Aston
Martin, Ferrari etc., tire manufacturers, car magazines (subscription
opportunities), Oil companies; Exxon, Lukoil, Shell etc., beverage and food
companies, sunglasses, oil and lubricants, plus local advertisers in the cities
that are driven through, and hotels and restaurants used along the
way.
  MMOG
Subscriptions
  DFC
reports that worldwide online game subscription revenue is forecasted to
increase from about $2.6 billion in 2006 to $6.6 billion in 2012, a 153%
increase. By 2012, North America is expected to pass East Asia as the
largest market for online game subscription revenue. North America is forecasted
to increase from about $771 million in 2006 to $2.2 billion in 2011, a 191%
increase. Japan is expected to be the fastest growing market for online game
subscription revenue. Japan is forecasted to increase from about $177 million in
2006 to $807 million in 2012, a 356% increase.
 
 Subscription
revenue includes usage based fees for consumers to play a game online. They can
include metered usage, monthly or even annual subscription fees. The key
determinant of subscription revenue is that the consumer can no longer play the
game once the subscription expires. The Platform architecture to be developed by
Moggle will allow the rapid creation of MMOG’s. The emphasis of a totally online
Platform will make our MMOG’s immediately available online on a
worldwide basis. Moggle plans to release at least one MMOG title in
2009 and several in 2010. Moggle presently plans to sell access to the
MMOGs on a year subscription basis for around $100 per player. The pricing of
our MMOGs is subject to change due to a variety of factors including pricing by
competitors, the acceptance of our MMOGs in the market place and other
factors. Accordingly we may be required to change our subscription pricing
model.
 
 We intend
to accept traditional forms of payment for subscriptions including credit cards.
Moggle is aware of an aversion to credit cards in many countries outside of the
US, and the likelihood of an audience of players that includes under 18’s. In
effort to reach these players Moggle will also accept the following payment
mechanisms and will remain flexible as new online payment options develop:
Paypal (PayPal is an e-commerce business allowing payments and money transfers
to be made through the Internet. It is owned by Ebay); Cellphones (Some non-US
based MMOG developers have started using this mechanism. Players call a certain
number each month and punch in a code to identify themselves. They then receive
a subscription fee in their monthly cell phone bill. Moggle will work with the
cell phone providers to establish a mutually beneficial arrangement for
promotions and billing) and Game Time Cards (These work in a similar manner to a
prepaid phone and can be sold in retail outlets or online. These also make
excellent gifts for young players).
 
 Moggle
will pay attention to trends in online payments and will also be prepared to use
a micropayment model. The concept with micropayments is that instead of signing
up for a 12 month commitment to play an MMOG, the player will purchase the game
for an upfront fee ( or no fee)and will play without paying for a subscription.
Over time the player will be offered the opportunity to buy assets that can
enhance their gameplay such as maps and weapons for small amounts
($0.50 for a shield for example). The player is not obliged to buy the
assets but to excel in the game it is assumed that they will. Possible
variations on this model include:
 
 ·
              Retail
      price paid for game plus Micropayments for
  assets
 
 ·
              Subscription
      Model plus Micropayments for assets
 
 ·
              Free
      game plus Micropayements
 
 8
 Table of Contents
  ·
              Subscription
      or Retail for game, player can win assets by skilful
    gameplay
 
 Digitally
distributed and promotional products
  As our
MMOGs gain traction, Moggle may seek to realize revenues from the sale of
digitally distributed products for use in MMOG play as well as products for use
outside of the game. These may include items that make it easier for players to
succeed in the game as well as branded items with respect to a particular
MMOG. Additionally, Moggle will introduce promotional products both as
prizes and as revenue generators. These promotional products may include;
Miniature-scale character models, books and other consumer
products.
  Corporate
Game and Media Development
  We
believe that our Platform will be well suited for the development of MMOs
and Virtual Worlds. We are designing the Platform to incorporate
proprietary technology which we intend to develop which we believe will shorten
the development time of online games from the typical industry time of 12 to 36
months to less than six months. The Platform will be designed to allow MMOG
developers to rapidly create, distribute, monitor and serve on a cost
efficient basis, a truly web based MMOG on a worldwide
basis.
 
 We
believe that our Platform will also provide a framework to allow
Moggle and its licensees the ability to rapidly create and distribute games
based on existing media sources such as movies, photos, books, TV
shows and other sources. We believe that this will allow publishers, movie
studios, and other media producers to rapidly create promotional and
revenue-based games at a fraction of the time and cost currently available. We
also believe that this technology will provide the ability to rapidly take
successful console or PC games and repurpose them to run online with global
access to players. The Platform will also be designed to provide the
ability for individuals or smaller groups to create and deploy games based on
their local environments including college teams, schools , workplace and other
groups.
  SALES
AND MARKETING STRATEGY
  General
Marketing
  Moggle’s
marketing strategy follows a layered approach based upon timed introduction of
our products to the market.. We will plan public relations promotional
activities for Moggle including coverage in broadcast, print and online media
targeting enthusiast, lifestyle and major mainstream outlets.
 
 Lifestyle
Marketing
  Lifestyle
marketing has been employed by many successful companies including most recently
Apple. The Apple advertising campaign portrays the Mac as simple and ‘hip’ to
use and the PC as cumbersome. It invites viewers to join in the ‘Mac
Experience’. Many game companies focus their marketing efforts only on the
hardcore gamers and often put off the more casual gamer by portraying the game
as complex and difficult to get involved with unless you are already spending 50
hours a week playing games. Moggle plans to appeal to the much larger
demographic of the casual user in addition to the hardcore gamer with separate
marketing messages.
  Influencer
Targeting and Viral Marketing
  We plan
to increase our corporate public relations efforts by establishing relationships
with leading technology consultants, business reporters, gamers and guild
leaders. By attracting guild leaders to Moggle we aim to impress them with our
games and in return they potentially can drive large numbers of subscribers to
our games by virtue of their influence on other members of their guilds. We
recognize the importance of blogging as a reporting outlet and plan to work
closely with the blogging community – particularly the technology bloggers to
get our tournament competitions to the forefront. We believe the interest
that we can drive in Moggle with the release of our early MMOG s late in 2009
and 2010 will position Moggle well, as we plan the major promotion of our
platform technology in 2010.
 
 Generally,
our marketing plan for products released will include a broad range of media
including, television, print, in-theater, radio, internet advertising and
promotional events. Additionally, to the extent required we will pursue support
by promotional activities such as trailers, posters, pre-sell giveaways at
retail stores, game kiosks at sporting and outdoor events, game demos and
promotions with major consumer brands. We also plan to promote our MMOGs and
Platform technology to retailers by display at select retailer specific trade
shows. Additionally, we plan to conduct print and cooperative retail advertising
campaigns for most titles and prepare a range of promotional sales and marketing
materials to increase awareness among retailers.
  9
 Table of Contents
  Seasonality
  The
interactive entertainment software market is highly seasonal, with sales
typically significantly higher during the third quarter of the calendar year,
due primarily to the increased demand for interactive games during the year-end
holiday buying season. We plan to launch promotional packs for our games around
this timeframe to allow consumers to purchase a pre-paid subscription to one or
more of our games for a price range of approx. $100. The pack will also include
a soft gift such as a T-shirt or game play item.
  Competition
  The
online game platform technology and MMOG industry is intensely competitive. It
is characterized by the continuous introduction of new titles and the
development of new technologies. The business is driven by hit titles, which
requires significant investment in technology, production and marketing.
Competition in the segment is also based on product quality and features, timing
of product releases, brand-name recognition, access to distribution channels,
and effectiveness of marketing and price.
  In
general, Moggle will compete in the video game market for the sale of
interactive entertainment software with Sony, Microsoft and Nintendo, each a
large developer and marketers of software for its own console platforms. Each of
these competitors also has the financial resources to withstand significant
price competition and to implement extensive advertising campaigns, particularly
for prime-time television spots. In addition to the manufacturers, we will also
compete with publishers and developers of interactive entertainment
software, such as Activision, Atari, Electronic Arts, LucasArts, Namco, Sega,
THQ, Take-Two Interactive Software, Ubisoft, and Vivendi Games. Some of
our competitors are very large, diversified corporations that have begun to
develop games based upon their own highly recognizable brands, and, as a result,
stand to become more direct competitors. Disney Interactive Studios recently
expanded its internal software game publishing efforts and Viacom has expanded
its efforts in interactive entertainment software publishing.
 
 Competition in
the MMOG online game segment is also highly competitive and characterized
by frequent product introductions, new business models and new
platforms. Our competitors in the MMOG industry vary in size from
small companies to very large companies with dominant market shares and
substantial financial resources. The barriers to entry in the online games
segment are significantly less onerous, due to the lack of
the requirement for a specific hardware platform. The game player's
personal computer and a high speed internet connection serve as
the platform. As the proportion of households with
a broadband connection increases, we expect new competitors to
enter the market and existing competitors to allocate more
resources toward developing online games. As a result, we
expect competition in the online games market segment to intensify. In
addition, we may face stronger competition from console game companies, such as
Sony, Microsoft, Electronic Arts, Nintendo and Sega, many of which have
announced their intention to expand their game services and offerings over the
Internet. For example, Electronic Arts co-developed and launched “FIFA online,”
a sports online game based on its best-selling package sports game franchise
“FIFA” series, with Neowiz in 2006 and recently announced its investment in
Neowiz and further co-development plan for a series of online games. Many of our
competitors have significantly greater financial, marketing and game development
resources than we have. As a result, we may not be able to devote adequate
resources to develop, acquire or license new games, undertake extensive
marketing campaigns, adopt aggressive pricing policies or adequately compensate
our game developers to the same degree as certain of our
competitors.
 
 Our
current and potential competitors in the online games market segment include
major media companies, traditional video game publishing companies, and
companies that specialize in online games. Competitors in the MMOG online game
segment, include Electronic Arts, Jagex, Midway, NC Soft, Ankama Games, Sony and
Vivendi. Hits have captured a significant percentage of overall subscribers and
this trend is expected to continue. Blizzard Entertainment, a division of
Vivendi is the largest competitor in the MMOG market segment with its Wizard of
Warcraft game. As of April 2008, it has approximately 10,000,000 subscribers or
over 62% of the total subscriber market (1), compared to second place Jagx's
Runescape with 1.2 million subscribers.
  10
 Table of Contents
 
 The
five biggest MMOG games known to us as of the date hereof
are:
  Game Name
              Market
                Characteristics
              
              Pricing
              Subscribers(1)
              Share(1)World
      of Warcraft
              Unique
      user experiences,
              
              Subscription
      based play,
              10
      million
              62
              %(www.worldofwarcraft.com)
              user
      and respective teams
              
              options
      include month to monthBlizzard
      Entertainment
              can
      play at their own pace
              
              pkg
      ($14.99 per month); 3(division
      of Vivendi)
              
              
              month
      plan ($13.99 per month);6
      month plan ($12.99 per month)Runescape
              Ability
      to develop skills
              
              Monthly
      subscription as low
              1.2
      million
              7.5
              %www.runescape.com
              with
      mini games / villains
              
              as
      $5 USD per monthJagex
      Ltd.
              added
      to each questLineage/Lineage
      II
              Offers
      range of games so
              
              $14
      - $15 monthly fee
              2.1
      million
              12.9
              %www.lineage.com
              you
      are not limited towww.lineage2.com
              specific
      game playNcsoft,
      Inc.Final
      Fantasy
              Fantasy
      world play combining
              
              $12.95
      per month
              500,000
              3.1
              %www.playonline.com
              magic,
      swords, monsters, whereSquare
      Enix Co. Ltd.
              players
      compete individually orwithin
      team environmentDofus
              Challenging
      game play compels
              
              $13.95
      per month
              450,000
              2.8
              %www.dofus.com
              players
      to enter differentAnkama
      Games
              universes
      and worlds of fantasy
 ----------
 (1)
              Source:MMOGchart.com
      study version 23.0 released April
2008
   Other
successful MMOGs which we are aware of based on internet searches conducted
by the Company include:
  East
      Asia
              MMOGs
      Lineage/Lineage II games earn $200MM/yearChina MMOGs Fantasy Westward
      Journey; World of Legend/Legend of Mir over $100 million a year. Virtual
      item games like Kart Rider booming.Miniclip
              30+
      million users. Consumers: 12-24, male.NeoPets
              Claiming
      over 100 million accounts. Top 10 stickiest site. 80%
    sub-17.Guild
      Wars
              3
      million players; retail only, free online.Habbo
      Hotel
              Could
      be first $100 mln product with digital item.Shockwave
              18
      million users. Club Penguin: 2.6 million users in 1
  year.OGame
              Space
      MMOG. 2 million players, primarily in
Germany
 
 We will
face significant competition for our Platform technology and our attempts to
market such technologies to third party game developers and publishers,
movie studios, and other media producers. Several companies have developed,
and are in the process of developing, platforms which allow third parties
to rapidly create MMOG’s and contain other features of our planned Platform such
as Icarus Studios LLC, Multiverse Network, Inc. and Kaneva LLC. The
Company’s Platform will be in competition with these companies and others. In
addition portions of the Company’s planned Platform technologies will be in
competition with numerous companies that have developed and are developing 3D
game engines as well as companies which provide server and back end support for
MMOGs. We also will compete with online casual game and game portal companies
such as Instant Action and the Social Gaming Network as well as others. Many of
our competitors have significantly greater financial, marketing and game
development resources than we have.
 
 As the
online game industry in many of our proposed markets is relatively new and
rapidly evolving, our current or future competitors may compete more
successfully as the industry matures. In particular, any of our competitors may
offer products and services that have significant performance, price, creativity
or other advantages over the Platform and our MMOG(s). These products and
services may significantly effect the demand for the Platform and
our MMOG(s), assuming it is developed. In addition, any of our current or
future competitors may be acquired by, receive investments from or enter into
other strategic relationships with larger, longer-established and
better-financed companies and therefore obtain significantly greater financial,
marketing and game licensing and development resources than we have. Increased
competition in the online game industry in our markets could make it difficult
for us to attract users for the Platform and our MMOG(s). If we are unable to
compete effectively in our principal markets, our business, financial condition
and results of operations could be materially and adversely
affected.
 
 Intellectual
Property
  We have
not filed for any patent and/or copyright protection for our Platform, MMOGs
and/or planned products. Presently we intend to rely on trade secret
protection and/or confidentiality agreements with our employees, customers,
business partners and others to protect our intellectual property rights.
Despite certain precautions taken by us, it may be possible for third parties to
obtain and use our intellectual property without authorization. This risk may be
increased due to the lack of any patent and/or copyright protection. If any
of our proprietary rights are misappropriated or we are forced to defend our
intellectual property rights, we will have to incur substantial costs. Such
litigation could result in substantial costs and diversion of our resources,
including diverting the time and effort of our senior management, and could
disrupt our business, as well as have a material adverse effect on our business,
prospects, financial condition and results of operations. Management will from
time to time determine whether applying for patent and copyright protection is
appropriate for us. We have no guarantee that, if filed, any applications will
be granted or, if awarded, whether they will offer us any meaningful protection
from other companies in our business. Furthermore, any patent or
copyrights that we may be granted may be held by a court to infringe on the
intellectual property rights of others and subject us to awards for
damages.
  11
 Table of Contents
  We cannot
be certain that the Platform and our MMOG(s) will not infringe upon patents,
copyrights or other intellectual property rights held by third parties. While we
know of no basis for any claims of this type, the existence of and ownership of
intellectual property can be difficult to verify and we have not made an
exhaustive search of all patent filings. Additionally, most patent applications
are kept confidential for twelve to eighteen months, or longer, and we would not
be able to be aware of potentially conflicting claims that they make. We may
become subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. If we
are found to have violated the intellectual property rights of others, we may be
enjoined from using such intellectual property, and we may incur licensing fees
or be forced to develop alternative technology or obtain other licenses. In
addition, we may incur substantial expenses in defending against these third
party infringement claims and be diverted from devoting time to our business and
operational issues, regardless of the merits of any such claim. Issues. In
addition, we intend to recruit employees from other online game developers,
including certain potential competitors. To the extent these employees will be
used in the development of portions of the Platform and our MMOG(s)
which are similar to the development in which they were involved at their
former employers, we may become subject to claims that such employees or we have
improperly used or disclosed trade secrets or other proprietary information. If
any such claims were to arise in the future, litigation or other dispute
resolution procedures might be necessary to retain our ability to offer our
current and future games, which could result in substantial costs and diversion
of our financial and management resources. Successful infringement or licensing
claims against us may result in substantial monetary damages, which may
materially disrupt the conduct of our business and have a material adverse
effect on our reputation, business, financial condition and results of
operations.
  Government
Regulation
 
 Our
business, the Platform and our MMOG(s) may subject to increasing
regulation of content, consumer privacy, distribution and online hosting and
delivery in the key territories in which we desire to conduct business. If we do
not successfully respond to these regulations, our business may suffer.
Legislation is continually being introduced that may affect both the content of
MMOG(s) and their distribution as well as utilization of online game
platforms. For example, data and consumer protection laws in the United States
and Europe impose various restrictions on web sites. Those rules vary by
territory although the Internet recognizes no geographical boundaries. Other
countries, such as Germany, have adopted laws regulating content in
games transmitted over the Internet that are stricter than current United
States laws. In the United States, the federal and several state governments are
continually considering content restrictions on products such as ours, as well
as restrictions on distribution of such products. For example, recent
legislation has been adopted in several states, and could be proposed at the
federal level, that prohibits the sale of certain games (e.g., violent games or
those with “M (Mature)” or “AO (Adults Only)” ratings) to minors. Any one or
more of these factors could harm our business by limiting the proposed features
we plan on incorporating into the Platform and MMOG(s), by limiting the size of
the potential market for our products, and by requiring costly additional
differentiation in the Platform and MMOG(s) for different territories to address
varying regulations.
 
 Internet
Websites
  We have
secured the rights to the Internet domain name www.playmoggle.com. We do not have
the financial resources to fully deploy and market this website at this time. We
intend to more fully develop and market a fully functional, e-commerce website
with the proceeds of this offering. Information on our website is not a part of
this Report.
  Employees
  We have
no other employees other than our three executive officers. Upon the successful
completion of this offering, we intend to expand our current management to
retain skilled directors, officers, and employees with experience relevant to
our business focus. In order to develop and create our Platform, and the
technology and software needed to meet the features and goal we have set for the
Platform, we will need to hire an in house development team consisting
of producers, game designers, software engineers, artists, animators,
scriptwriters, musicians and songwriters, sound effects and
special effects experts and game testers. We intend to hire these
employees with the proceeds of this offering. We may also seek to
rely third party work for hire developers , artists and other personnel to
supplement and support the in-house team that we will hire. We plan to use
international software developers to address different technologies, languages
and cultures and to provide the broadest based expertise for the online gaming
markets. Management shall make the decision as to whether to use in-house or
third party development resources based upon the creative and technical
challenges of the area of development. We may also seek to evaluate any number
of pre-market technologies that would allow Moggle to rapidly develop its main
Platform technology and accelerate our time to market . If we believe such
technologies would assist us in achieving our business plan we may acquire
and/or license such technologies.
 
 As of the
date of this Report we have engaged a third party overseas game technology
development company to prepare a demonstration model designed to exhibit certain
basic features of our planned Platform. Upon completion of this offering, we may
continue to utilize the services of such development company to assist with the
further development of the platform. This development company has provided
software development services for entities which our Chairman of the Board has
been associated with for the last seven years.
  12
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  ITEM 1A.  RISK
FACTORS
  The
following section includes some of the material factors that may adversely
affect our business and operations. This is not an exhaustive list, and
additional factors could adversely affect our business and financial
performance. Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors emerge from time to time and it is not possible
for us to predict all such risk factors, nor can we assess the impact of all
such risk factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. This discussion of risk factors
includes many forward-looking statements. For cautions about relying on such
forward looking statements, please refer to the section entitled “Forward
Looking Statements” at the beginning of this Report immediately prior to
Item 1.
 
 Because
our auditor has issued a going concern opinion regarding our company, there is
an increased risk associated with an investment in our Company.
  We have
generated no revenues since our inception, which makes it difficult to evaluate
whether we will operate profitably. We were incorporated on February 11, 2008
and we have incurred cumulative net losses of $(983,886) since our
inception through December 31, 2008. Moreover the Company believes that it will
take between one and a half and three years to develop our Platform
and MMOG(s) during which time no revenues will be generated. Accordingly
the Company will be dependent solely on the raising of capital in order to
continue operations for up to thirty six months. As of December 31,
2008, we had cash in the amount of $128,359. Our future is dependent upon our
ability to obtain financing or upon future profitable operations. We may seek to
raise capital through private placements of our Common Stock , through the
possible exercise of outstanding options and warrants, through debt financing
should and/or through a future public offering of our securities. Our ability to
raise capital is unknown. We do not have any formal commitments or arrangements
for the advancement or loan of funds. For these reasons, our auditors stated in
their report that they have substantial doubt we will be able to continue as a
going concern. As a result, there is an increased risk that you could lose the
entire amount of any investment in our Company should you purchase
shares of Common Stock on the OTC Bulletin Board or otherwise.
  Our
recent failure to publicly raise capital may be an indication of our inability
to secure future financing, which is necessary for us to attempt to consummate
our business plan..
  In
September 2008 we withdrew a prior registration statement which sought to
register 12,000,000 shares of our Common Stock on behalf of the Company on a
“best efforts” basis (the “Prior Offering”). The Prior Offering sought to raise
up to $12,000,000. However the Company raised only $2,560 in the Prior
Offering. The Company’s business plans are dependent on the Company’s
ability to raise capital in the future through private placements of our
Common Stock , through the possible exercise of outstanding options and
warrants , through debt financing should and/or through a future public
offering of our securities. The Company estimates that it will require
capital of at least an additional $9,500,000 in order to attempt to fully
consummate its current business plans. The Company’s existing capital will only
allow the Company to operate for a very limited period of time. Our failure to
successfully raise substantial capital in the Prior Offering may be an
indication that we will be unable to raise the capital needed to attempt to
effectuate our business plans. If the Company raises lee than $9,500,000 in
capital management will be required to adjust its plans and allocate any
capital that is raised in a manner which, in its sole discretion, will be in the
best interest of the Company. The Company’s failure to raise sufficient
capital in the future may jeopardize the Company’s ability to operate as a
going concern. No assurance whatsoever can be given or is made that such
financing, if and when needed, will be available or that it can be obtained on
terms favorable to the Company. Accordingly by purchasing shares of Common Stock
on the OTC Bulletin Board or otherwise you may be investing in a company that
does not have adequate funds to conduct its operations. If that happens,
you will suffer a loss of your investment.
 
 Our
Absence of Operating History and Early Development Stage of Our Company Possess
Significant Risks to Our Ability to Generate Revenue and Operate
Successfully
 
 We have
not generated any revenue from the products and services which we intend to
develop and, if developed, market. We expect to generate all of our future
revenues from the development and marketing of our Platform, MMOGs and game
development services. Accordingly, we have no operating history in implementing
our business model upon which an evaluation of the Company and our
prospects can be based and it is difficult or impossible for the Company to
predict future results of operations . Our prospects must be considered in light
of the risks, expenses, and difficulties frequently encountered by companies in
the early stages of a new business enterprise, particularly companies in highly
competitive markets. Since the Company is among many that have entered the
on-line gaming market, it also faces many risks specific to its business include
those related to successfully developing the Platform and MMOGs,
successfully commercializing the Platform and any MMOG that is developed for use
on the Platform, the need to manage existing and expanding operations, the
continuing need to raise additional capital, the dependence upon and need to
hire key personnel, and the need to increase spending to adequately market and
sell the Platform and MMOGs. To address these risks, we must, among other
things, respond to competitive developments, continue to attract, retain and
motivate qualified persons, and continue to upgrade our technologies. We cannot
provide any assurances that we will be successful in addressing such risks. The
Company's failure to do so could have a material adverse effect on its business,
prospects, financial condition and results of operations and result in investors
who purchase shares of Common Stock on the OTC Bulletin Board or otherwise
losing their entire investment.
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 We
Are Totally Dependent on the Potential Development of the Platform and
MMOG(s)
 
 The
Company’s entire business plan is dependent on the future development of the
Platform and MMOG(s) and, after such development, the marketing and sale of
the Platform and MMOG(s). The Platform and the Company’s initial
MMOG are in their early conceptual stages and needs significant work
and funding. We will be totally dependent upon receipt of substantial capital to
attempt to execute our business plans. There can be no assurance that even if
substantial capital is raised, that the Company will successfully develop the
Platform and/or any MMOG(s). Moreover even if the Company successfully develop
the Platform, there can be no assurance that the Company will be successful in
developing any MMOG(s), and if developed, successful in marketing and selling
any such MMOG(s).
  Our
Plans Are Dependent Upon Key Individuals and the ability to
attract qualified personnel to be successful
  In order
to successfully develop the Platform and MMOG(s), the Company will be dependent
upon Jo Webber, Alfredo Villa, and Peter Pelullo. The loss of any of the
foregoing individuals could have a material adverse effect upon the Company's
business prospects and prohibit the Company will from successfully achieving its
goals. Moreover our success continues to depend to a significant extent on our
ability to identify, attract, hire, train and retain qualified professional,
creative, technical and managerial personnel. Competition for such personnel is
intense, and there can be no assurance that we will be successful in
identifying, attracting, hiring, training and retaining such personnel in the
future. The competition for software developers, quality content creators, game
programmers, creative personnel and technical directors is especially intense
because the software and entertainment markets have significantly expanded over
the past several years. If we are unable to hire, assimilate and retain such
qualified personnel in the future, such inability would have a material adverse
effect on our business, operating results and financial condition. The Company
may also depend on Third party contractors and other partners to develop its
Platform, MMOGs and game development services as well as any future enhancements
thereto, if initially developed. There can be no assurance that we will be
successful in either attracting and retaining qualified personnel, or creating
arrangements with such Third parties. The failure to succeed in these endeavors
will have a material adverse effect on the Company and its ability to consummate
its business plans.
  If
the Platform and/or MMOG(s) fail to gain market acceptance, we may not have
sufficient capital to pay our expenses and to continue to operate
  In the
event that the Company is successful in raising the capital necessary to
successfully complete the development of the Platform and MMOG(s), of which
there can be no assurance, our ultimate success will depend on generating
revenues from the Platform MMOG(s) and our game development services. The
market for on-line game products is subject to continually changing consumer and
industry preferences and the frequent introduction of new products. As a result,
the Platform and MMOG(s) even if developed may not achieve and sustain
market acceptance sufficient to generate revenues to cover our costs and allow
us to become profitable or even continue to operate.
  Product
development schedules are long and frequently unpredictable, and we may
experience delays in introducing the Platform and MMOG(s), which may adversely
affect our ability to continue our operations.
  We have
projected that the development cycle for the Platform and our first MMOG will
between one and a half and three years, assuming that we raise sufficient
capital. In addition, the creative process inherent in on-line game development
makes the length of the development cycle difficult to predict, especially in
connection with new technologies and development tools. As a result, it may
take in excess of three years to develop the Platform and MMOG(s). If any
unanticipated delay affects the release of the Platform and MMOG(s), we may not
achieve anticipated revenues and may not have the capital necessary to
continue operations.
  We
may be dependent on third parties to complete the development of the Platform
and MMOG(s), and any increased costs associated with third party developers or
any delay or interruption in production would negatively affect both our ability
to develop the Platform and MMOG(s) and our ability to continue our
operations.
  We may
need to rely on third parties to complete the development of portions of the
Platform and MMOG(s). The costs associated with relying on third parties may
increase our development costs and negatively affect our ability to operate.
Since we have less control over a third party because we cannot control the
developer’s personnel, schedule or resources we may experience delays in
finalizing the Platform and MMOG(s). In addition aspects of the Platform
and MMOG(s) may not match our expectations. If this happens we could lose
anticipated revenues from the Platform and MMOG(s) and may not have the
capital necessary to continue our operations. In addition we may be required to
rely on certain technology that we will license from third parties, including
software that we integrate and use with our internally developed software. We
cannot provide any assurances that these third party technology licenses
will be available to us on commercially reasonable terms.
The inability to establish any of these technology licenses, or the loss of
such licenses if established, could result in delays in completing our
Platform and MMOGs until equivalent technology could be identified,
licensed and integrated. Any such delays could materially adversely affect our
business, operating results and financial condition.
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 Table of Contents
  Developing
a new On-Line Platform and MMOGs involve substantial risks
 
 Developing
online platforms and games internally requires substantial development costs,
including the costs of employing skilled developers and acquiring or developing
game engines and software which enable the creation of products with the latest
technological features. Moreover in order to succeed, we may be required to
acquire, or license aspects necessary to complete the Platform and MMOG(s) from
third parties, of which there can be no assurance. The online game market is
highly competitive. Even if the Platform and MMOG(s) are developed, in
order to successfully distribute and operate the Platform and MMOG(s), we also
need a sizable game management and support staff, continued investment in
technology and a substantial marketing budget. If we are not able to develop,
launch, market or operate commercially the Platform and MMOG(s), we may not be
able to generate revenues to offset our initial development, acquisition, and/or
marketing costs, and our future business, financial condition and results of
operations will be materially and adversely affected.
 
 Once
developed, the success of the Platform and MMOG(s) will be subject to many
factors, including the quality, uniqueness and playability of the Platform and
MMOG(s) and the launch by our competitors of other games and development
services that may gain more market acceptance than the Platform and
MMOG(s). Our inability to launch the Platform and MMOG(s), and if launched,
the lack of popularity or market acceptance of it, will have a materially
adverse effect on our business, prospects, reputation, financial condition and
results of operations and most likely result in the loss of a subscribers entire
investment.
  We
face the risks of changing consumer and industry preferences and uncertainty of
market acceptance of our new games.
  Online
games and platforms are a new and evolving entertainment concept. The level of
demand and market acceptance of online games in general, and of any one online
game in particular, such as the MMOG(s) we are developing for use on the
Platform are subject to a high degree of uncertainty. As consumer and industry
preferences and trends evolve, there is a high degree of uncertainty about
whether users will continue to value some or all of the key features which we
intend to incorporate into the Platform and MMOG(s) . The failure of
the marketplace to deem our features desirable may discourage use of
our Platform and MMOG(s) limit the ability of the Company to generate
revenues. Further, entertainment from other sources, including movies, cable TV
and IPTV, among others, could erode the growth of the online game industry. A
decline in the popularity of online games in general will likely have a
materially adverse affect on our business and prospects.
  We
operate in a highly competitive industry and compete against many large
companies
  Many
companies worldwide are dedicated to developing and/or operating online games.
We expect more companies to enter the online game industry and a wider range of
online games to be introduced. Our competitors in the massively multiplayer
online MMOG game industry vary in size from small companies to very large
companies with dominant market shares and substantial financial resources. In
addition several companies have developed, and are in the process of developing,
platforms designed to allow third parties to create MMOG’s such as Icarus
Studios LLC, Multiverse Network, Inc. and Kaneva LLC. The Company’s
Platform will be in competition with these companies and others. We also will
compete with online casual game and game portal companies such as Instant Action
and the Social Gaming Network. In addition, we may face stronger competition
from console game companies, such as Sony, Microsoft, Electronic Arts, Nintendo
and Sega, many of which have announced their intention to expand their game
services and offerings over the Internet. For example, Electronic Arts
co-developed and launched “FIFA online,” a sports online game based on its
best-selling package sports game franchise “FIFA” series, with Neowiz in 2006
and recently announced its investment in Neowiz and further co-development plan
for a series of online games. Many of our competitors have significantly greater
financial, marketing and game development resources than we have. As a result,
we may not be able to devote adequate resources to develop, acquire or license
new games, undertake extensive marketing campaigns, adopt aggressive pricing
policies or adequately compensate our game developers to the same degree as
certain of our competitors.
  As the
online game industry in many of our proposed markets is relatively new and
rapidly evolving, our current or future competitors may compete more
successfully as the industry matures. In particular, any of our competitors may
offer products and services that have significant performance, price, creativity
and/or other advantages over the Platform and MMOG(s). These products and
services may significantly effect the demand for the Platform and MMOG(s),
assuming they are developed. In addition, any of our current or future
competitors may be acquired by, receive investments from or enter into other
strategic relationships with larger, longer-established and better-financed
companies and therefore obtain significantly greater financial, marketing and
game licensing and development resources than we have. Increased competition in
the online game industry in our markets could make it difficult for us to
attract users for the Platform and MMOG(s). If we are unable to compete
effectively in our principal markets, our business, financial condition and
results of operations could be materially and adversely affected.
  Our
management has no experience in our relatively new industry, which may make it
difficult for you to evaluate our business prospects
  Our
senior management and employees do not have any direct experience in the online
gaming industry. There can be no assurance that such employees will be
successful in working together to develop the Platform and MMOG(s). In addition,
the online game industry is a relatively new industry. The world’s first
massively multiplayer online role playing game to be introduced commercially was
developed and distributed by one of our competitors in 1996. Since then, only a
limited number of companies have successfully commercialized such online games
on an international scale. You must consider our business prospects in light of
the risks and difficulties we will encounter in the future in a new and rapidly
evolving industry. We may not be able to successfully address these risks and
difficulties, which could materially harm our proposed business prospects,
financial condition and results of operations.
  15
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  Rapid
technological change may adversely affect our future revenues and
profitability
  The
online game industry is subject to rapid technological change in such areas as
hardware, software and content programming. We need to anticipate the emergence
of new technologies and games, assess their likely market acceptance, and make
substantial game development and related investments. In addition, new
technologies in online game programming or operations could render the Platform
and MMOG(s) obsolete or unattractive to potential users, thereby limiting our
ability to recover our development costs and materially and adversely
affecting our business, financial condition and results of
operations.
  Undetected
programming errors or flaws in our Platform and MMOG(s) could harm our
reputation or decrease market acceptance of the Platform and the MMOG(s), which
would materially and adversely affect our business prospects, reputation,
financial condition and results of operations
  The
Platform and MMOG(s) may contain programming errors or flaws, which may become
apparent only after its release. In addition, the Platform and MMOG(s) may be
developed using programs and engines developed by and/or licensed from third
party vendors, which may include programming errors or flaws over which we have
no control. If our users have a negative experience with the Platform and
MMOG(s) related to or caused by undetected programming errors or flaws, they may
be less inclined to continue or resume use of the Platform and MMOG(s) or
recommend the Platform and PMMOG(s) to other potential users. Undetected
programming errors in the Platform and/or MMOG(s) can also cause our users to
cease playing MMOG(s), divert our resources or delay market acceptance of the
Platform and MMOG(s), any of which could materially and adversely affect our
business, financial condition and results of operations.
 
 Unexpected
network interruptions, security breaches or computer virus attacks could harm
our business
  Should
the Platform and MMOG(s) be successfully developed, the Company will be required
to develop, and maintain a substantial computer network infrastructure over
which users will access the Platform and MMOG(s). Any failure to maintain
satisfactory performance, reliability, security and availability of such network
infrastructure, whether maintained by us or by third parties, may cause
significant harm to our ability to attract and maintain users for the Platform
and MMOG(s). Major risks relating to any such future network infrastructure
include:
  ·
              any
      breakdowns or system failures, including from fire, flood, earthquake,
      typhoon or other natural disasters, power loss or telecommunications
      failure, resulting in a sustained shutdown of all or a material portion of
      our servers;
 
 ·
              any
      disruption or failure in the national or international backbone
      telecommunications network, which would prevent users in certain countries
      in which our games are distributed from logging onto or playing our games
      for which the game servers are all located in other
      countries; and
 
 ·
              any
      security breach caused by hacking, loss or corruption of data or
      malfunctions of software, hardware or other computer equipment, and the
      inadvertent transmission of computer
viruses.
   Current
on-line game providers have experienced situations where users attempt
to gain an unfair advantage by modifying their games execution files saved
on the users’ computers to facilitate the progression of their game characters.
Unauthorized character manipulation may negatively impact the image and users’
perception of the Platform and MMOG(s) and could limit the popularity
of the Platform and MMOG(s)
  Any of
the foregoing factors could reduce a future users’ satisfaction, harm our
business and reputation, have a material  adverse effect on our financial
condition and results of operations and result in the loss of a subscribers
entire investment.
  Our
Lack of Patent and/or Copyright Protection and any unauthorized use of the
Platform and/or the MMOG(s) by third parties, may adversely affect ourbusiness
  We have
not filed for any patent and/or copyright protection for our Platform, MMOGs
and/or planned products. Presently we intend to rely on trade secret
protection and/or confidentiality agreements with our employees, customers,
business partners and others to protect our intellectual property rights.
Despite certain precautions taken by us, it may be possible for third parties to
obtain and use our intellectual property without authorization. This risk may be
increased due to the lack of any patent and/or copyright protection. If any
of our proprietary rights are misappropriated or we are forced to defend our
intellectual property rights, we will have to incur substantial costs. Such
litigation could result in substantial costs and diversion of our resources,
including diverting the time and effort of our senior management, and could
disrupt our business, as well as have a material adverse effect on our business,
prospects, financial condition and results of operations. Management will from
time to time determine whether applying for patent and copyright protection is
appropriate for us. We have no guarantee that, if filed, any applications will
be granted or, if awarded, whether they will offer us any meaningful protection
from other companies in our business. Furthermore, any patent or
copyrights that we may be granted may be held by a court to infringe on the
intellectual property rights of others and subject us to awards for
damages.
  16
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  We
may be subject to claims with respect to the infringement of intellectual
property rights of others, which could result in substantial costs and diversion
of our financial and managementresources
  We cannot
be certain that the Platform and MMOG(s) will not infringe upon patents,
copyrights or other intellectual property rights held by third parties. While we
know of no basis for any claims of this type, the existence of and ownership of
intellectual property can be difficult to verify and we have not made an
exhaustive search of all patent filings. Additionally, most patent applications
are kept confidential for twelve to eighteen months, or longer, and we would not
be able to be aware of potentially conflicting claims that they make. We may
become subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. If we
are found to have violated the intellectual property rights of others, we may be
enjoined from using such intellectual property, and we may incur licensing fees
or be forced to develop alternative technology or obtain other licenses. In
addition, we may incur substantial expenses in defending against these third
party infringement claims and be diverted from devoting time to our business and
operational issues, regardless of the merits of any such claim. Issues. In
addition, we intend to recruit employees from other online game developers,
including certain potential competitors. To the extent these employees will be
used in the development of portions of the Platform and MMOG(s) which
are similar to the development in which they were involved at their former
employers, we may become subject to claims that such employees or we have
improperly used or disclosed trade secrets or other proprietary information. If
any such claims were to arise in the future, litigation or other dispute
resolution procedures might be necessary to retain our ability to offer our
current and future games, which could result in substantial costs and diversion
of our financial and management resources. Successful infringement or licensing
claims against us may result in substantial monetary damages, which may
materially disrupt the conduct of our business and have a material adverse
effect on our reputation, business, financial condition and results of
operations.
  Our
businesses may be adversely affected by developments affecting the economies of
the countries in which our games are distributed
  Even if
the Platform and MMOG(s) are successfully developed and obtain market
acceptance, of which there can be no assurance, our future performance will
depend in large part on the future economic conditions in the countries where we
will market the Platform and MMOG(s). Accordingly, our business, financial
condition, results of operations and prospects are subject to the economic,
political, legal and regulatory conditions and developments in these countries.
Any decline in the general economy or concern about an imminent decline could
delay decisions by prospective customers to make initial evaluations of, or
purchases of, our products. Any reduction of or delays in expenditures would
harm our business. Adverse developments in such markets may have an adverse
effect on the number of our subscribers and results of operations, which could
have a material adverse effect on our business.
 
 Technology
changes rapidly in the Online Gaming Industry and if we fail to anticipate or
successfully implement new technologies or the manner in which people play
MMOG(s), the quality, timeliness and competitiveness of the Platform and/or the
MMOG(s) will suffer.
  Rapid
technology changes in the MMOG industry will require us to
anticipate years in advance, which technologies we must implement and take
advantage of in order to make the Platform and MMOG(s) competitive in the
market. Therefore, we have developed a range of technical development goals
that we hope to be able to achieve with the Platform and MMOG(s). We may not be
able to achieve these goals, or our competition may be able to achieve them more
quickly and effectively than we can. In either case, the Platform and MMOG(s)
may be technologically inferior to our competitors’, less appealing to
consumers and industry participants or both. If we cannot achieve our technology
goals within the original development schedule of the Platform and MMOG(s) then
we may delay its release until these technology goals can be achieved, which may
delay our receipt of revenue and increase our development expenses and
adversely affect the Company’s ability to remain in operation.
 
 Our
business, the Platform and MMOG(s) are subject to increasing
regulation of content, consumer privacy, distribution and online hosting and
delivery in the key territories in which we desire to conduct business. If we do
not successfully respond to these regulations, our business may
suffer.
  Legislation
is continually being introduced that may affect both the content of the MMOG(s)
and its distribution as well as utilization of the Platform. For example,
data and consumer protection laws in the United States and Europe impose various
restrictions on web sites. Those rules vary by territory although the Internet
recognizes no geographical boundaries. Other countries, such as Germany, have
adopted laws regulating content both in games transmitted over the Internet
that are stricter than current United States laws. In the United States, the
federal and several state governments are continually considering content
restrictions on products such as ours, as well as restrictions on distribution
of such products. For example, recent legislation has been adopted in several
states, and could be proposed at the federal level, that prohibits the sale of
certain games (e.g., violent games or those with “M (Mature)” or “AO (Adults
Only)” ratings) to minors. Any one or more of these factors could harm our
business by limiting the proposed features we plan on incorporating into the
Platform and MMOG(s), by limiting the size of the potential market for our
products, and by requiring costly additional differentiation in the Platform and
MMOG(s) for different territories to address varying regulations.
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  Potential
Breaches of the Company's Network System Could Have Material Adverse
Affects On Our Business
 
 A
significant aspect to the future success of our business if the Platform and
MMOG(s) are developed, will be the Company’s ability to allow players of MMOG(s)
to access the Platform and MMOG(s) in a secure and reliable internet
environment. Advances in computer capabilities, new discoveries in the field of
cryptography or other events or developments could result in compromises or
breaches of the Company's network systems. If any well-publicized
compromises of security were to occur, it could have the effect of substantially
reducing the sale and marketability of the Platform and MMOG(s) once it is
developed. Anyone who circumvents the Company's security measures could
misappropriate its exclusive information or cause interruptions in services or
operations. The Internet is a public network, and data is sent over this network
from many sources. In the past, computer viruses, software programs that disable
or impair computers, have been distributed and have rapidly spread over the
Internet. Computer viruses could theoretically be introduced into the
Company's systems, or those of its customers, which could disrupt operations, or
make it inaccessible to customers. The Company may be required to expend
significant capital and other resources to protect against the threat of
security breaches or to alleviate problems caused by breaches. The
Company's security measures may be inadequate to prevent security breaches, and
business could be seriously impacted if they are not prevented.
  Because
our Platform, products and services have not yet been created we have
no name recognition, which may prevent us from generating revenues, which
will reduce the value of your investment.
  Because
we are a new company with new products and we have not conducted any significant
advertising, there is little or no recognition of the Moggle brand name.
However, substantially all of the company’s future revenues are expected to be
derived from our Platform, which will offer MMOGs to users and game development
opportunities to interested parties. Accordingly, broad acceptance by
customers of the Company’s Platform, MMOGs and game development services are
critical to the Company’s future success. Further, the Company is depending on
its being able to successfully obtain major financial commitments from content
creators, webmasters, developers, programmers, Online advertisers, and
aggregators to utilize the Company’s Platform, MMOGs and game development
services. Because our lack of name recognition, potential users of our products
or joint venture partners may purchase products other than ours that have brand
recognition in the market and we may be unable to generate sufficient revenues
to meet our expenses or meet our business plan objectives, which will reduce the
value of your investment.
 
 If
we are unable successfully to manage growth, our operations could be adversely
affected.
  Our
progress is expected to require the full utilization of our management,
financial and other resources, which to date has occurred with limited working
capital. Our ability to manage growth effectively will depend on our ability to
utilize the proceeds of this offering, if any, to improve and expand operations,
including our financial and management information systems, and to recruit,
train and manage sales personnel. There can be no absolute assurance that
management will be able to manage growth effectively.
  If we do
not properly manage the growth of our business, we may experience significant
strains on our management and operations and disruptions in our business.
Various risks arise when companies and industries grow quickly. If our business
or industry grows too quickly, our ability to meet customer demand in a timely
and efficient manner could be challenged. We may also experience development or
production delays as we seek to meet increased demand for our products. Our
failure to properly manage the growth that we or our industry might experience
could negatively impact our ability to execute on our operating plan and,
accordingly, could have an adverse impact on our business, our cash flow and
results of operations, and our reputation with our current or potential
customers.
  Our
future growth is largely dependent upon our ability to develop technologies that
achieve market acceptance with acceptable margins.
  Our
future growth rate depends upon a number of factors, including our ability to:
identify emerging technological trends in our target end-markets; develop and
maintain competitive products; create our Platform and MMOGs with
innovative features that differentiate our products from those of our
competitors; and develop, manufacture and bring products to market quickly and
cost-effectively. Our ability to develop the Platform and MMOGs will
require substantial technological innovation and requires the investment of
significant resources. These development efforts may not lead to the
development of the Platform and /or MMOGs on a timely basis or that meet the
needs of our customers as fully as competitive offerings. In addition, the
markets for our products may not develop or grow as we anticipate. The failure
of our products to gain market acceptance or their obsolescence due to more
attractive offerings by competitors could significantly reduce our revenues and
adversely affect our business, operations and financial results.
  18
 Table of Contents
  We
will be dependent upon advertising revenue as the initial source our
revenue.
  We expect
that advertising revenue will be a significant source of revenue in the
foreseeable future, although we intend to reduce our dependence on it by
attempting to develop subscription revenue for our MMOGs and generate game
development revenues. Advertising contracts are often short-term and/or
terminable by the advertiser at any time with little notice. Thus, we have no
assurance that we will be able to obtain, and if obtained, retain advertising
contracts. Our ability to generate advertising revenue will, in addition to the
successful completion of our Platform and MMOGs, depend on several factors,
including:
  The continued development of the
Internet as an advertising medium;
 
 The pricing of advertising on other
Internet sites;
 
 The amount of traffic;
 
 Pricing pressures, delays and new
product launches;
 
 Our ability to achieve, demonstrate
and maintain attractive user demographics;
 
 Our ability to develop and retain a
skilled advertising sales force.
  We
may incur substantial unanticipated costs related to our Platform and
MMOGs
  Due to
changes in technology, new product announcements, competitive pressures, system
design and/or other specifications we may be required to change the current
plans for our Platform and MMOGs. Therefore, we cannot provide any assurances
that the Platform and MMOGs can be completed within our projections. In case of
budget over-runs and additional expansions, we may choose to finance such
capital expenditures through the issuance of additional equity or debt
securities, by obtaining a credit facility or by some other financing mechanism.
If we choose to seek financing for such expenditures, we cannot provide any
assurances that such financing will be available on terms reasonably acceptable
to us or at all.
  Any
Capacity Constraints Or System Disruptions Could Have A Material Adverse
Effect
  Our
business will rely significantly on Internet technologies and infrastructure.
Therefore, the performance and reliability of our Internet sites and network
infrastructure will be critical to our ability to attract and retain users,
advertisers, merchants and strategic partners. Any system error or failure, or a
sudden and significant increase in traffic, may result in the unavailability of
sites and significantly delay response times. Individual, sustained or repeated
occurrences could result in a loss of potential or existing users, advertisers
or strategic partners. In addition, because our advertising revenue is
expected to be directly related to the number of advertisements it delivers to
users, system interruptions or delays would reduce the number of impressions
delivered and thereby reduce its revenue.
  Our
systems and operations will be vulnerable to interruption or malfunction due to
certain events beyond our control, including natural disasters,
telecommunications failures and computer hacking. We will also rely on Web
browsers and online service providers to provide Internet access to its sites.
There can be no assurance that we will be able to expand its network
infrastructure, either itself or through use of third-party hosting systems or
service providers, on a timely basis sufficient to meet demand. We may also have
to build redundant facilities or systems, produce a formal disaster recovery
plan and possibly obtain sufficient business interruption insurance to
compensate for losses that may occur. Any interruption to its systems or
operations could have a material adverse effect on company’s business and its
ability to retain users, advertisers and strategic partners. Currently, we do
not have the above-stated plans in place.
  Natural
Disasters Can Affect Our Business in a Negative Manner
 
 The
Company's operations and services depend on the extent to which its computer
equipment and the computer equipment of its third-party network providers is
protected against damage from fire, earthquakes, power loss, telecommunications
failures, and similar events.
  Despite
precautions taken by the Company and its third-party network providers, over
which it has no control, a natural disaster or other unanticipated problems at
its headquarters or a third-party provider could cause interruptions in the
services that it provides. If disruptions occur, the Company may have no means
of replacing these network elements on a timely basis or at all. The Company
does not currently maintain fully redundant or back-up Internet services or
backbone facilities or other fully redundant computing and telecommunications
facilities. Any accident, incident, system failure, or discontinuance of
operations involving our network or a third-party network that causes
interruptions in our operations could have a material adverse effect on its
ability to provide services to its customers and, in turn, on its business,
financial condition, and results of operations.
  19
 Table of Contents
  Our
Business will be Dependent Upon Broadband Carriers
 
 The
Company will rely on broadband providers to provide high speed data
communications capacity to our customer. The Company may experience disruptions
or capacity constraints in these Broadband services. If disruptions or capacity
constraints occur, the Company may have no means of replacing these services, on
a timely basis or at all. In addition, broadband access may be limited
or unavailable in certain areas, thereby reducing our potential
market.
  Risks
of International Operations
  Once the
Platform and MMOGs are developed, the Company plans to attempt to market
such products in countries inside and outside of the United States. The
markets in which the Company is expected to undertake international expansion
may have technology and online industries that are less well developed than in
the United States.
  There are
certain risks inherent in doing business in international markets, such as the
following:
  Uncertainty of product acceptance by
different cultures;
 
 Unforeseen changes in regulatory
requirements;
 
 Difficulties in staffing and
managing multinational operations;
 
 State-imposed restrictions on the
repatriation of funds;
 
 Currency fluctuations;
 
 Difficulties in finding appropriate
foreign licensees or joint venture partners;
 
 Potentially adverse tax
consequences;
 
 Less stringent and/or narrower
intellectual property protection.
  There is
a risk that these factors will have an adverse effect on our ability
successfully to operate internationally and on our results of operations and
financial condition.
  Acquisition
And Investment Strategy May Not Be Successful And Could Adversely Affect
Its Business
  In the
future, the Company may acquire additional products, technologies or businesses,
or enter into joint venture arrangements for the purpose of complementing or
expanding our business or we may make investments in a new unrelated businesses,
products, services or technologies. There can be no assurance that it will be
able to identify suitable acquisition or investment candidates. Even if
it does identify suitable candidates, there can be no assurance that it
will be able to make such acquisitions or investments on reasonable commercial
terms or successfully assimilate personnel, operations, products, services or
technologies into its operations. This could disrupt it’s ongoing business,
distract the management and employees, increase it’s expenses, including
amortization of goodwill, and materially and adversely affect it’s financial
condition and results of operations. Furthermore, the incurrence or issuance of
debt or equity securities may be attributed to the company to fund any future
acquisitions.
  Projections
contained in this Report may not be attained
  The
project implementation projections, as well as other projections contained
in this Report, were prepared by the Company in good faith based upon
assumptions that the Company believes to be reasonable provided that the Company
is successful in raising sufficient capital. No assurance can be given, however,
regarding the attainability of the projections or the reliability of the
assumptions on which they are based. The projections are subject to the
uncertainties inherent in any attempt to predict the results of operations for
the Company, especially where new products and services are involved. Certain of
the assumptions used will inevitably not materialize and unanticipated events
will occur. Therefore, the actual results of operations are likely to vary from
the projections and such variations may be material and adverse to the
Company.
  The
projections are included solely to give prospective investors information
concerning the Company’s estimates of future operating results based on our
assumptions and no assurance can be given that such results will be achieved.
The Company reserves the right to conduct its business in a manner different
from that set forth in the assumptions as changing circumstances may
require.
  20
 Table of Contents
  The ownership by the Company’s
Officers and Directors of a large amount of our Common Stock may limit minority
shareholders’ ability to influence corporate affairs.
  Our
officers and directors and their affiliates currently own an aggregate
of 11,821,429 shares of our Common Stock and aggregate warrants
and options to purchase an additional 14,692,858 shares of common stock.
Assuming that the only options and warrants exercised are by the Company’s
officers and directors, the Company would have outstanding 50,981,134 shares of
common stock. In such event our officers and directors and their affiliates
would own 26,514,287 shares or approximately 52% of our outstanding common stock
and be in a position to control all matters requiring shareholder approval,
including the election of directors. The interests of our officers and
directors and affiliates may differ from the interests of other shareholders
with respect to the issuance of shares, business transactions with or sales to
other companies, selection of officers and directors and other business
decisions. The minority shareholders would have no way of overriding their
decisions. This level of control may also have an adverse impact on the market
value of our securities because they may institute or undertake transactions,
policies or programs that result in losses, may not take steps to increase our
visibility in the financial community and/ or may sell sufficient numbers of
shares to significantly decrease our price per share.
  As
a public company we incur substantial expenses.
  Since our
Shares are quoted on the Over the Counter Bulletin Board we are subject to
the information and reporting requirements of the U.S. securities laws. The U.S.
securities laws require, among other things, review, audit, and public reporting
of our financial results, business activities, and other matters. Recent SEC
regulation, including regulation enacted as a result of the Sarbanes-Oxley Act
of 2002, has also substantially increased the accounting, legal, and other costs
related to becoming and remaining an SEC reporting company. If we do not have
current information about our company available to market makers, they will not
be able to trade our stock. The public company costs of preparing and filing
annual and quarterly reports, and other information with the SEC and furnishing
audited reports to stockholders, will cause our expenses to be higher than they
would be if we were privately-held. In addition, we are incurring substantial
expenses in connection with the preparation of this Registration Statement.
These increased costs may be material and may include the hiring of additional
employees and/or the retention of additional advisors and professionals. Our
failure to comply with the federal securities laws could result in private or
governmental legal action against us and/or our officers and directors, which
could have a detrimental effect on our business and finances, the value of our
stock, and the ability of stockholders to resell their stock.
  We may be exposed to potential risks
resulting from new requirements under the Sarbanes-Oxley Act of
2002.
  In
addition to the costs of compliance with having our Shares quoted on the OTC
Bulletin Board, there are substantial penalties that could be imposed upon us if
we fail to comply with all of regulatory requirements. In particular, under the
Sarbanes-Oxley Act of 2002 we may be required to include in our annual report
our assessment of the effectiveness of our internal control over financial
reporting as of the end of our fiscal year. Furthermore, our independent
registered public accounting firm may be required to attest to whether
our assessment of the effectiveness of our internal control over financial
reporting is fairly stated in all material respects and separately report on
whether it believes we have maintained, in all material respects, effective
internal control over financial reporting . We have not yet completed our
assessment of the effectiveness of our internal control over financial
reporting. We expect to incur additional expenses and diversion of management’s
time as a result of performing the system and process evaluation, testing and
remediation required in order to comply with the management certification and
auditor attestation requirements.
 
 If
a market for our shares of Common Stock does not increase, purchasers who
acquire shares of our Common Stock may be unable to sell their
Shares.
  Presently
there is an extremely limited market for our shares of Common Stock on the OTC
Bulletin Board. If activity in the market for our shares of Common Stock
does not increase, holders of our securities  may find it difficult to
sell shares of our Common Stock purchased on the OTC Bulletin Board or
otherwise. We currently do not meet the initial listing criteria for any
registered securities exchange, including the Nasdaq Stock Market. The OTC
Bulletin Board is a less recognized market than the foregoing exchanges. This
factor may further impair our stockholders’ ability to sell their
shares when they want and/or could depress our stock price. As a
result, stockholders may find it difficult to dispose of, or to obtain
accurate quotations of the price of, our securities because smaller quantities
of shares could be bought and sold, transactions could be delayed and security
analyst and news coverage of our company may be limited. These factors could
result in lower prices and larger spreads in the bid and ask prices for our
shares of Common Stock.
  21
 Table of Contents
  Because
we do not expect to pay dividends for the foreseeable future, investors seeking
cash dividends should not purchase shares of Our Common Stock.
  We have
never declared or paid any cash dividends on our Common Stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future. Our payment of any future dividends will be at the
discretion of our board of directors after taking into account various factors,
including but not limited to our financial condition, operating results, cash
needs, growth plans and the terms of any credit agreements that we may be a
party to at the time. Accordingly, investors must rely on sales of their own
Common Stock after price appreciation, which may never occur, as the only way to
realize their investment. Investors seeking cash dividends should not purchase
shares of our Common Stock on the OTC Bulletin Board or otherwise.
  Because
we are subject to the “Penny Stock” rules, the level of trading activity in the
shares of our Common Stock may be reduced.
  Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or quoted on
NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker-dealer is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer’s presumed control over the market, and
monthly account statements showing the market value of each penny stock held in
the customer’s account. In addition, broker-dealers who sell these securities to
persons other than established customers and “accredited investors” must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
Consequently, these requirements may have the effect of reducing the level of
trading activity, if any, in the secondary market for a security subject to the
penny stock rules, and purchasers of shares of Common Stock on the OTC
Bulletin Board or otherwise may find it difficult to sell the shares
purchased.
  We
will be required to remain current in our filings with the SEC and our
securities will not be eligible for quotation if we are not current in our
filings with the SEC.
  We
are required to remain current in our filings with the SEC in order
for shares of our Common Stock to continue to be eligible for quotation on the
OTC Bulletin Board. In the event that we become delinquent in our required
filings with the SEC, quotation of shares of our Common Stock will be terminated
following a 30 day grace period if we do not make our required filing during
that time. In such event purchasers of shares of Common Stock on the OTC
Bulletin Board or otherwise may find it difficult to sell the shares
purchased.
  Trading of our Common Stock may be
restricted by virtue of state securities“Blue
Sky”laws to the extent
they prohibit trading absent compliance with individual state
laws.
  State
Blue Sky restrictions in certain states may make it difficult or impossible
for purchasers of shares of Common Stock from Selling Stockholder to
sell the shares purchased in those states. Absent compliance with such
individual state laws, shares purchased on the OTC Bulletin Board or otherwise
may not be traded in such jurisdictions. Because the securities registered
hereunder have not been registered for resale under the “Blue Sky” laws of any state,
the holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future, should be aware that there may
be significant state “Blue
Sky” law restrictions upon the ability of investors to sell the
securities and of purchasers to purchase the securities. These restrictions
prohibit the secondary trading of the Shares. We may not be able to qualify
securities for resale in states that do not offer manual exemptions and require
shares to be qualified before they can be resold by our shareholders.
Accordingly, investors should consider the secondary market for our securities
to be a limited one.
  22
 Table of Contents
  If
we issue shares of preferred stock with superior rights to the shares of Our
Common Stock, it could result in a decrease in the value of the shares purchased
and delay or prevent a change in control of us.
  Our board
of directors is authorized to issue up to 2,000,000 shares of preferred stock.
As of the date of this Report, we have not issued any shares of preferred stock
and we have no current intention to do so. However, our board of directors has
the power to establish the dividend rates, liquidation preferences, voting
rights, redemption and conversion terms and privileges with respect to any
series of preferred stock. Depending upon the success of this offering, combined
with our future financial needs, our board may, in the exercise of its business
discretion, determine to issue shares of preferred stock. The issuance of any
shares of preferred stock having rights superior to those of shares of
Common Stock purchased on the OTC Bulletin Board or otherwise may result in a
decrease in the value or market price of such shares. Holders of preferred stock
may have the right to receive dividends, certain preferences in liquidation and
conversion rights. The issuance of preferred stock could, under certain
circumstances, have the effect of delaying, deferring or preventing a change in
control of us without further vote or action by the stockholders and may
adversely affect the voting and other rights of the holders of the shares of our
Common Stock.
  Delaware
law and our charter may inhibit a takeover
  Provisions
of Delaware law, such as its business combination statute, may have the effect
of delaying, deferring or preventing a change in control of our company, even if
such transactions would have significant benefits to our stockholders. As a
result, these provisions could limit the price some investors might be willing
to pay in the future for shares of our Common Stock. We are subject to the
provisions of Section 203 of the Delaware General Corporation Law, which
restricts certain business combinations with interested stockholders. The
combination of these provisions effectively inhibits a non-negotiated merger or
other business combination.
  Our
articles of incorporation provide for indemnification of officers and directors
at our expense and limit their liability, which may result in a major cost to us
and hurt the interests of our shareholders because corporate resources may be
expended for the benefit of officers and/or directors.
  Our
articles of incorporation and applicable Delaware law provide for the
indemnification of our directors, officers, employees, and agents, under certain
circumstances, against attorney’s fees and other expenses incurred by them in
any litigation to which they become a party arising from their association with
or activities on our behalf. We will also bear the expenses of such litigation
for any of our directors, officers, employees, or agents, upon such person’s
promise to repay us, therefore if it is ultimately determined that any such
person shall not have been entitled to indemnification. This indemnification
policy could result in substantial expenditures by us, which we will be unable
to recoup.
  We have
been advised that, in the opinion of the SEC, indemnification for liabilities
arising under federal securities laws is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against these types of liabilities, other than the
payment by us of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding, is asserted
by a director, officer or controlling person in connection with the securities
being registered, we will (unless in the opinion of our counsel, the matter has
been settled by controlling precedent) submit to a court of appropriate
jurisdiction, the question whether indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. The legal process relating to this matter if it were
to occur is likely to be very costly and may result in us receiving negative
publicity, either of which factors is are likely to materially reduce the market
and price for our shares, if such a market ever develops.
  23
 Table of Contents
  Sales of shares of our Common
Stock relying upon rule 144 may depress prices in the market for our Common
Stock by a material amount.
  All of
the currently outstanding shares of our Common Stock are “restricted securities”
within the meaning of Rule 144 under the Securities Act of 1933, as amended. As
restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for a prescribed period may, under certain conditions,
sell every three months, in brokerage transactions, a number of shares that does
not exceed 1.0% of a company’s outstanding Common Stock. The alternative average
weekly trading volume during the four calendar weeks prior to the sale is not
available to our shareholders being that the OTCBB (if and when listed thereon)
is not an “automated quotation
system” and, accordingly, market based volume limitations are not
available for securities quoted only over the OTCBB. As a result of revisions to
Rule 144 which became effective on or about April 29, 1997, there is no limit on
the amount of restricted securities that may be sold by a non-affiliate (i.e., a
stockholder who has not been an officer, director or control person for at least
90 consecutive days) after the restricted securities have been held by the owner
for a period of two years. Presently shares of restricted Common Stock held
by non-affiliates of the Company may be sold, subject to compliance with Rule
144 six months after issuance. Sales under Rule 144 or under any other
exemption from the Act, if available, or pursuant to registration of shares of
Common Stock of present stockholders, may have a depressive effect upon the
price of the Common Stock in any market that currently exists or may
develop. We cannot predict whether the proposed rule will be adopted, and
if adopted, what its final provisions will be and how it will affect our
securities.
   ITEM 2. PROPERTIES
  We do not
own any property, real or otherwise. Our principle
offices are currently located at 111 Presidential Boulevard, Suite 212, Bala
Cynwyd, Pennsylvania 19004. We occupy this office, which is leased by an
affiliate of Peter Pelullo, on a rent free basis. Upon successful completion of
this offering we intend to secure our own space for property located in the Bala
Cynwyd or Philadelphia area to serve as
our primary executive and in house Platform development offices.
We may also be required to lease additional space in other areas to house
portions of our development team. We have not yet identified specific locations
which we may lease. Mr. Villa and Mr. Cimadamore also work from their
respective offices at no charge to our Company.
 
 We do not
have any investments or interests in any real estate. Our company does not
invest in real estate mortgages, nor does it invest
in securities of, or interests in, persons primarily engaged in real
estate activities.
 .
  ITEM 3.  LEGAL
PROCEEDINGS
 
 We are
not a party to any pending legal proceedings, nor are we
aware of any governmental authority contemplating any legal proceeding against
us.
 .
  ITEM 4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
  No
matters were submitted to our stockholders during the last quarter of
2008.
  PART
II
   ITEM 5.  MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
 
 Market
Price for Equity Securities
  Shares of
our Common Stock have been quoted on the OTC Bulletin Board since
October 2008.
  24
 Table of Contents
  The
following table sets forth, for the calendar quarter indicated, the quarterly
high and low closing sale prices of our shares of Common Stock as reported
on the Over-the-Counter bulletin board in US dollars. The quotations listed
below reflect interdealer prices, without retail markup, markdown or commission
and may not necessarily represent actual transactions.
   Common StockHigh
                  
                  
                  Low2008First
      Quarter
                  
                  
                  -
                  
                  
                  
                  -Second
      Quarter
                  
                  
                  -
                  
                  
                  
                  -Third
      Quarter
                  
                  
                  -
                  
                  
                  
                  -Fourth
      Quarter
                  
                  
                  2
                  
                  
                  
                  1.45




The
closing price of the common stock on March 24, 2008   was
$2.30   as reported by the OTC Bulletin Board.




Common
Stockholders




As of
December 31, 2008   our shares of Common Stock were held by 58
stockholders of record.




Dividend
Policy




We have
never declared or paid a cash dividend. At this time, we do not anticipate
paying dividends in the future. We are under no legal or contractual obligation
to declare or to pay dividends, and the timing and amount of any future cash
dividends and distributions is at the discretion of our Board of Directors and
will depend, among other things, on our future after-tax earnings, operations,
capital requirements, borrowing capacity, financial condition and general
business conditions. We plan to retain any earnings for use in the operation of
our business and to fund future growth. You should not purchase our Shares of
common stock on the expectation of future dividends.






ITEM 6.  SELECTED
FINANCIAL DATA


The
following table summarizes our consolidated financial data. Our summary
consolidated financial data is derived from our audited consolidated financial
statements as of December 31, 2008, our first year of operations , which are
included elsewhere in this Report. The information provided below is only a
summary and should be read in conjunction with our consolidated financial
statements and related notes and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” contained elsewhere in this
Report.






BALANCE
SHEET DATA – AS OF DECEMBER 31, 2008




Cash:
                  
                  $
                  128,359Total
      Assets:
                  
                  
                  133,243Accounts
      Payable and Accrued
      Expenses:
                  
                  
                  0Total
      Current
      Liabilities:
                  
                  
                  0Total
      Stockholders’
      equity
                  
                  
                  133,243Total
      Liabilities and Shareholders’
      Equity:
                  
                  $
                  133,243




25
 Table of Contents




STATEMENT
      OF OPERATIONS DATA: FOR THE
                    PERIOD
      FROM FEBRUARY 11, 2008 (INCEPTION)
                    THROUGH
      DECEMBER 31, 2008Revenues:
                  
                  $
                  0Operating
      Expenses:
                  
                  
                  984,275Net
      Loss:
                  
                  
                  (983,886
                  )Basic
      & diluted earnings per share
                  
                  
                  (0.03
                  )Weighted
      Average shares
                  
                  
                  29,968,489









ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS






Overview





We were
incorporated in Delaware in February 2008. We are a development stage company
and have had limited business operations. For the period from inception through
the date of this Report, we have concentrated our efforts on developing a
business plan which is designed to allow us to create our massive multiplayer
online gaming platform (the “Platform”) and massive multiplayer online games
(“MMOGs”) for use on our Platform. Those activities included, but were not
limited to, securing initial capital in order to fund the development of a
demonstration model for portions of the Platform and working capital, securing a
board of directors, management personnel and consultants who we believe will
assist us in developing the Platform and meet our business goals, conducting
market research regarding the MMOG industry and our Platform and planned MMOGs,
and other pre-marketing activities.




Results
of Operations




The
following discussion analyzes our results of operations for the period from
February 11, 2008 (inception) to December 31, 2008. The following
information should be considered together with our financial statements for such
period and the accompanying notes thereto.




Net
Loss for Period from February 11, 2008 (inception) through December 31,
2008:




We
incurred a net loss of $983,886 on zero net revenue for the period from February
11, 2008 (inception) through December 31, 2008. The following is a summary
of the components of such loss:




Revenues
                    
                    $
                    0General
      and Administration Expense
                    
                    
                    58,919Consulting
                    
                    
                    143,594Payroll
                    
                    
                    404,292Professional
      Fees
                    
                    
                    190,932Research
      and Development
                    
                    
                    10,699Travel
                    
                    
                    175,839Net
      Loss
                    
                    $
                    (983,886
                    )Basic
      and Diluted Net Loss Per Share
                    
                    $
                    (0.03
                    )Basic
      and Diluted Weighted Average OutstandingShares
                    
                    
                    29,968,489Compensation
      Expense of Stock Options
                    
                    $
                    513,069





26
 Table of Contents





Lack of Revenue: As is common with
a company in the development stage, the Company had no revenue for the
period from February 11, 2008 (inception) through December 31, 2008. During such
time we devoted our efforts to formalizing our business plan and raising initial
capital to commence our operations.




Expenses: The following
amounts represent the most significant components of expenses for the period
from February 11, 2008 (inception) through December 31, 2008:




a) General
and Administrative expenses: During the period from inception
through December 31, 2008, the Company incurred $58,919 in general and
administrative expenses consisting of Administrative expenses of $17,843, meals
and entertainment of $19,989, website expense of $9,114, office supplies of
$5,997 and marketing of $5,976.




b) Payroll
Expenses: During the period from inception through December 31, 2008, the
Company incurred compensation expenses of $404,292 related to the fair market
value of option grants for options to purchase 6,000,000 shares of the Company’s
common stock. The Black Scholes option pricing model was used to calculate the
fair value of the options granted.




c)
Professional Fees: During the period from inception through December 31, 2008,
the Company incurred $190,932 in counsel, accounting and other professional
fees in connection with legal, accounting and other professional services with
respect to the Company’s activities including the preparation and filing by the
Company of a Registration Statement under the Securities Act of 1933, as
amended, related to certain of its securities (the “Registration
Statement”).




d)
Consulting expense: For the period from February 11, 2008 (inception) through
December 31, 2008, incurred $143,594 of consulting fees. Options to
purchase 8,500,000 shares of Common Stock were granted to consultants. The
Black Scholes option pricing model was used to calculate the fair value of the
options granted. During the period from February 11, 2008 (inception) through
December 31, 2008, the Company recognized compensation expense of $108,777
related to these stock options.




e)
Travel: During the period from inception through December 31, 2008, the Company
incurred $175,839 in travel expenses in connection with researching and
formulating the Company’s business plans and goals.




Liquidity
and Capital Resources




We had
cash on hand of approximately $128,000 as of December 31, 2008.  Since
we have not realized any revenues, these funds were generated through the sale
of stock to our founders and initial investors. Since our inception, we have
been operating the Company in a minimalistic manner due to limited cash
resources. Rather than fully implementing our business plan, we have utilized
funds to research and develop our business plan and begin creating a
demonstration model showing a small portion of what our Platform will be
designed to accomplish. We have not paid any salaries to management and have
utilized offshore programmers on a work for hire basis to assist
in developing the demonstration model. The Company’s existing cash on hand will
not be sufficient for the Company to complete its current business plans.
Continuation of the Company as a going concern is dependent upon obtaining the
additional working capital necessary to develop our Platform and MMOGs.
Management’s principal strategy to accomplish that task is through the future
sale of equity in the Company. The Company initially intended to rely on
proceeds from the public sale of 12,000,000 shares of its common stock at a
price of $1.00 per share pursuant to the Registration Statement, which was
originally filed in July 2008, to raise the required working capital. However
the Company raised only $2,560 under the Registration Statement through the sale
of 2,560 shares of common stock. In October 2008, the Company withdrew the
remaining 11,997,440 shares of common stock from registration under the
Registration Statement. The Company now intends to primarily rely on the
possible sale of equity in private unregistered transactions with
institutional and accredited investors outside of the United States in order to
raise the working capital needed to fund its plans as well as the possible
exercise of outstanding options and warrants, through debt financing should
and/or through a future public offering of our securities. There is no assurance
that the Company will raise sufficient capital in order to meet its goals of
completing the development of the Platform and the Company’s MMOGs, and
implementing a sales and marketing effort to introduce the Platform, the
Company’s MMOGs and game development services to the online gaming
industry.




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Even if
we are successful in raising sufficient capital in order to complete the
development of the Platform and the Company’s MMOGs, our ability to continue in
business as a viable going concern can only be achieved when our
revenues reach a level that sustains our business operations. If we are
successful in raising a minimum of $9,500,000 by March 31, 2009, we project that
our Platform and MMOG’s will not be ready for full scale introduction to the
marketplace until between 2010 and 2011. Accordingly we do not project that
significant revenue will be developed until 2010 at the earliest. While it is
impossible to predict the amount of revenues, if any, that we may receive from
our Platform, MMOGs and game development services, we presently believe , based
solely on our internal projections, that we will generate revenues sufficient to
fund our planned business operations if the Platform and MMOGs are actually
developed in accordance with our plans. However there can be no assurance that
our belief will be realized. There can be no assurance that we will raise
sufficient proceeds, or any proceeds, for us to implement fully our proposed
business plan to aggressively develop, complete, and market the Platform, our
MMOGs and our game development services. Moreover there can be no assurance
that even if our Platform and MMOGs are developed, that we will generate
revenues sufficient to fund our operations. In either such situation, we
may not be able to continue our operations and our business might fail, and you
may lose your entire investment. Based on our current projections, we
believe that if we should raise a minimum of $9,500,000, of which there can
be no assurance, such proceeds will be sufficient for us to continue our
planned operations throughout 2010.




During
the remaining months of 2008 and the first six months of 2009, our ability to
execute on our current plan of operations is dependent on raising capital.
In the event that we are unsuccessful in these efforts we will utilize our cash
to attempt to complete a limited demonstration model of our Platform. We will
not be able to attempt the commercial development of the Platform or MMOGs.
In such event we will attempt to seek out alternative forms of financing
and/or attempt to enter into joint ventures or partnerships in order to raise
sufficient funds to attempt to execute on our business plans to develop the
Platform and multiple MMOGs.





In the
event that we are successful in selling less than $1,000,000 in capital we will
change our plan to focus on the development of one or possibly two MMOGs,
instead of attempting to develop the Platform. We will significantly reduce
our hiring plans by seeking to hire only a small number of key individuals
and rely significantly on outsourced foreign labor. We believe that such
proceeds will allow us to continue operations through 2009 and we will be
required to generate revenues in excess of cash expenses in 2010 in order to
continue operations. We will attempt to raise additional funds in 2010 in the
event that our cash flow requirements are not satisfied by revenues. We
also will look to raise additional funds in order to allow us to commence
development of the Platform.




In the
event that we are successful in selling between $1,000,000 and $5,000,000
in capital, we will scale back our current hiring plans in 2009 and
2010 but will proceed as planned with the development of a Platform. As a result
of reduced funding a smaller number of games will be attempted to be produced
and marketing will be delayed. It is anticipated that this lower level of
funding will allow the Company to operate, based on its current plan of
operations, through 2009 without the need to generate revenues or seek out
additional funding. However we anticipate that due to the reduction of net
proceeds available to us in such event, we will experience a  delay in
introduction of the Platform until 2011 or possibly 2012. Therefore at such time
additional funding will be needed if revenues from MMOGs are not sufficient to
meet our cash flow needs and marketing plans.




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The
foregoing project implementation projections were prepared by us in good
faith based upon assumptions that we believe to be reasonable provided that we
raise sufficient capital. No assurance can be given, however, regarding the
attainability of the projections or the reliability of the assumptions on which
they are based. The projections are subject to the uncertainties inherent in any
attempt to predict the results of our operations, especially where new products
and services are involved. Certain of the assumptions used will inevitably not
materialize and unanticipated events will occur. Therefore, the actual results
of operations are likely to vary from the projections and such variations may be
material and adverse to the Company. Therefore the projections are included
solely to give prospective investors information concerning the Company’s
estimates of future operating results based on our assumptions and no assurance
can be given that such results will be achieved. The Company reserves the right
to conduct its business in a manner different from that set forth in the
assumptions as changing circumstances may require. Moreover due to
changes in technology, new product announcements, competitive pressures, system
design and/or other specifications we may be required to change the current
plans for our Platform and MMOGs. Therefore, we cannot provide any assurances
that the Platform and MMOGs can be completed within our projections. In case of
budget over-runs and additional expansions, we may choose to finance such
capital expenditures through the issuance of additional equity or debt
securities, by obtaining a credit facility or by some other financing mechanism.
If we choose to seek financing for such expenditures, we cannot provide any
assurances that such financing will be available on terms reasonably acceptable
to us or at all.





The
following summarizes our cash flows during the period from February 11, 2008
(inception) through December 31, 2008:




Cash
flows from Operating Activities:




Net
      Loss
                      
                      $
                      (983,886
                      )Adjustments
      used to reconcile net loss to cash used inOperating
      Activities:Compensation
      expense of stock and stock options
                      
                      
                      513,069Net
      Cash used in Operating Activities
                      
                      
                      (470,119
                      )Cash
      flows from Investing ActivitiesPurchase
      of Equipment
                      
                      $
                      (  5,582
                      )Net Cash
      used in Investing Activities
                      
                      
                      (  5,582
                      )Cash
      flows from Financing ActivitiesProceeds
      from issuance of Common Stock
                      
                      
                      504,060Proceeds
      from exercise of options and warrants
                      
                      
                      100,000Net
      cash provided from Financing Activities
                      
                      
                      604,060Net
      increase in cash and cash equivalents
                      
                      $
                      128,359






On March
3, 2008, the Company adopted an equity incentive plan which authorized the
issuance of stock options to officers, directors, employees and consultants
of the Company. The total number of shares of common stock reserved for issuance
under the plan is 25,000,000 shares subject to adjustment in the event of stock
split, dividend, recapitalization or other similar capital change. At December
31, 2008 options to purchase 12,250,000 shares of common stock were
outstanding under the 2008 plan.




The Plan
is administered by the Board of Director’s, which selects the eligible persons
to whom options are awarded, determines the number of shares subject to each
option, the exercise price and the period during which options are exercisable.
Each option granted under the Plan is evidenced by a written agreement by the
Company and the grantee. Grants may be issued to employees (including officers)
and directors of the Company as well as to certain consultants and
advisors.




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The
exercise price for options granted under the plan is required to be no less than
the fair market value of the common stock on the date the option is granted,
except that options granted to 10% stockholders, are required to have an
exercise price of not less than 110% of the fair market value of the Common
Stock at the date of grant. Incentive stock options granted have a maximum term
of ten years.




For the
period from inception through December 31, 2008, options to purchase 14,500,000
shares were granted. The Black Scholes option pricing model was used to
calculate the fair value of the options granted. During the period from
inception through December 31, 2008 the Company recognized compensation expense
of $513,069 related to the stock options. The following assumptions were used in
the fair value calculations:




Risk free
rate – 2.5% to 3.7%


Expected
term – 5 years


Expected
volatility of stock – 51.8%


Expected
dividend yield – 0%.




The
following table summarizes the information with respect to options to purchase
12,250,000 shares of Common Stock which are currently outstanding and
exercisable under the Company’s equity incentive plan:




Exercise
                      Price
                    Options
                      Outstanding
                    Remaining
                      Life$.04
                    12,000,000
                    Five
      (5) years$.75
                    250,000
                    Five
      (5) years







Related
Party Transactions




From
inception through the date of this Report, the Company has utilized offices
leased by affiliates of certain of the Company’s board members without charge.
There are no commitments for any operating or capital leases for executive or
corporate offices.




During
the period from February 11, 2008 (inception) to December 31, 2008, Peter
Pelullo a director and employee of the Company advanced expenses on behalf
of the Company in connection with research of the Company’s business plans and
the implementation of the Company’s business plans totaling $70,089. The
Company has reimbursed Mr. Pelullo for these expenses.




3D
Financial Corp Limited (“3D”), the Company’s largest shareholder is owned by
Alfredo Villa, the Company’s President, Chief Executive Officer and
Director and Peter Pelullo, the Company’s .director of corporate development and
ad Director. 3D purchased 19,000,000 shares of the Company’s common stock for
$19,000 as the Company’s initial founder. Messrs. Pelullo and Villa also each
individually purchased for $70,000, 2,000,000 shares of Common Stock
and warrants to purchase an additional 2,100,000 shares of Common
Stock.




Contractual
Obligations




The
Company entered into an employment agreement with Alfredo Villa, its President
and Chief Executive Officer. The agreement expires in 2011. The agreement calls
for a base salary of $200,000 per year payable at such time when the Company
receives a minimum in $5,000,000 in equity investments.




The
Company has also entered into an employment agreement with Ernest Cimadamore,
its Secretary and Chief Financial Officer. The agreement expires in 2011. The
agreement calls for a base salary of $75,000 per year payable at such time when
the Company receives a minimum in $5,000,000 in equity investments.




30
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In
addition the Company has entered into an employment agreement with Peter
Pelullo, its director of Corporate Development. The agreement expires in 2011.
The agreement calls for a base salary of $180,000 per year payable at such time
when the Company receives a minimum in $5,000,000 in equity
investments.




The
Company has also entered into a number of consulting agreements pursuant to
which the Company has issued an aggregate of 14,500,000 options. Under such
consulting agreements the Company is not obligated to make any monetary
payments, other than for reimbursement of expenses, to such consultants. One of
such agreements is with Jo Webber the Chairman of the Board of Directors of the
Company.






Off-Balance
Sheet Arrangements




We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures that is material to stockholders.




Critical
Accounting Policies




Our
financial statements are impacted by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete summary of these policies is included in note 2 of the notes to our
financial statements. We have identified below the accounting policies that are
of particular importance in the presentation of our financial position, results
of operations and cash flows and which require the application of significant
judgment by management.




Stock-based
Compensation




We have
adopted the fair value recognition provisions of Statement of Financial
Accounting Standard 123(R) “Share-Based Payment” (“SFAS
123(R)”). In addition, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 107 “ Share-Based Payment ” (“SAB
107”) in March, 2005, which provides supplemental SFAS 123(R) application
guidance based on the views of the SEC. Under SFAS 123(R), compensation
cost recognized includes compensation cost for all share-based payments granted
beginning January 1, 2006, based on the grant date fair value estimated in
accordance with the provisions of SFAS 123(R).




We have
used the Black-Scholes option-pricing model to estimate the
option fair values. The option-pricing model requires a number of assumptions,
of which the most significant are, expected stock price volatility, the expected
pre-vesting forfeiture rate and the expected option term (the amount of time
from the grant date until the options are exercised or expire).




Compensation
expense for unvested options granted to non-employees in previous periods is
being amortized over the vesting period of the options.




Recently
Issued Accounting Pronouncements:




During
September 2006, the Financial Accounting Standards Board (“FASB”)
issued SFAS No. 157, Fair Value Measurements
(“SFAS 157”), which is effective for fiscal years beginning after
November 15, 2007 with earlier adoption encouraged. SFAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. In
February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of
FASB Statement No. 157, which delayed the effective date of SFAS 157 for all
non-financial assets and liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis, until
January 1, 2009.  The Company adopted SFAS 157 on February 11, 2008
(date of inception) for all financial assets and liabilities, but the
implementation did not require additional disclosures or have a significant
impact on the Company's financial statements. The Company has not yet
determined the impact the implementation of SFAS 157 will have on the Company’s
non-financial assets and liabilities which are not recognized or disclosed on a
recurring basis. However, the Company does not anticipate that the full
adoption of SFAS 157 will significantly impact their financial
statements.




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During
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—including an amendment of FASB Statement
No. 115 (“SFAS 159”), which permits entities to choose to measure many financial
instruments and certain other items at fair value. The objective of SFAS 159 is
to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The Company has adopted SFAS 159 on February 11, 2008 (date of
inception) and has elected not to measure any additional financial assets,
liabilities or other items at fair value.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations
(“SFAS 141R”). SFAS 141R establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired. SFAS 141R also
establishes disclosure requirements to enable the evaluation of the nature and
financial effects of the business combination. This statement is effective for
the Company beginning January 1, 2009 and will change the accounting for
business combinations on a prospective basis.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of Accounting Research
Bulletin No. 51 (“SFAS 160”). SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parent’s ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated. SFAS 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. This statement is
effective for the Company beginning January 1, 2009. SFAS 160 is not
currently applicable to the Company since the Company does not have any
subsidiaries.





In March
2008, the FASB issued Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities (“SFAS 161”), which is effective
January 1, 2009. SFAS 161 requires enhanced disclosures about derivative
instruments and hedging activities to allow for a better understanding of their
effects on an entity’s financial position, financial performance, and cash
flows. Among other things, SFAS 161 requires disclosures of the fair values of
derivative instruments and associated gains and losses in a tabular formant.
SFAS 161 is not currently applicable to the Company since the Company does not
have derivative instruments or hedging activity.




In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchyof Generally Accepted Accounting
Principles(“FAS 162"). This Standard identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles. FAS 162
directs thehierarchy to the
entity, rather than the independent auditors, as the entity is responsible for
selecting accounting principles for financial statements that are presented in
conformity with generally accepted accounting principles. The Standard is
effective 60 days following SEC approval of the Public Company Accounting
Oversight Board amendments to remove the hierarchy of generally accepted
accounting principles from the auditing standards. FAS 162 is not expected to
have an impact on the financial statements.





In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of
Intangible Assets, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible
Assets.This Staff Position is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is prohibited. This FSP is not currently
applicable to the Company.





In June
2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating Securities.
This FSP provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. The Company does not
currently have any share-based awards that would qualify as participating
securities. Therefore, application of this FSP is not expected to have an effect
on the Company's financial reporting.




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In May
2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)("FSP 14-1"). FSP 14-1 will be effective for financial statements issued
for fiscal years beginning after December 15, 2008. The FSP includes guidance
that convertible debt instruments that may be settled in cash upon conversion
should be separated between the liability and equity components, with each
component being accounted for in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest costs are recognized in
subsequent periods. FSP 14-1 is not currently applicable to the Company since
the Company does not have any convertible debt.







Income
Taxes:




As of
December 31, 2008, the Company had a net operating loss carry forward for income
tax reporting purposes of approximately $471,000 that may be offset against
future taxable income through 2028. Current tax laws limit the amount of loss
available to be offset against future taxable income when a substantial change
in ownership occurs. Therefore, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same
amount.





2008Deferred
      tax asset for Net Operating Losses
                  
                  $
                  194,000Deferred
      tax asset for stock based compensation
                  
                  
                  213,000Valuation
      Allowance
                  
                  
                  (407,000
                  )$
                  —




The
provision for income taxes differs from the amount computed using the federal US
statutory income tax rate as follows:




2008Provision
      (Benefit) Current
                    
                    $
                    -Provision
      (Benefit) Deferred
                    
                    
                    407,000Increase
      (Decrease) in Valuation Allowance
                    
                    
                    (407,000
                    )$
                    —




The
Company evaluates its valuation allowance requirements based on projected future
operations. When circumstances change and causes a change in management’s
judgment about the recoverability of deferred tax assets, the impact of the
change on the valuation is reflected in current income.






ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





We do not
hold any derivative instruments and do not engage in any hedging
activities






ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA




All
information required by this item is listed in the Index to Financial Statements
in Part IV, Item 15(a) 1 of this Report.




33
 Table of Contents




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE




Not
applicable.






ITEM 9A.  CONTROLS AND PROCEDURES




Controls and
Procedures





The
Company has not generated any revenues as of the date of this Report and has
concentrated its efforts on raising capital necessary to attempt to fulfill its
business plans. During the period from inception through December 31, 2008, the
Company’s financial information was maintained by its Chief Financial Officer
Ernest Cimadamore and over seen by the Company’s Chief Executive Officer Alfredo
Villa. Due to the limited activities of the Company during such period, the
Company believes that it maintained disclosure controls and procedures that were
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
was accumulated and communicated to the Company's management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure based closely on the definition
of "disclosure controls and procedures" in Rule 13a-15(e). The Company's
disclosure controls and procedures were designed to provide a reasonable level
of assurance of reaching the Company's desired disclosure control objectives. In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
Management has concluded that the disclosure controls and procedures are
effective with respect to the financial information presented in this
Report.







However
in light of the Company’s plans to increase its activities and expand its
operations in order to attempt to implement its business plans  the
Company carried out an evaluation of the effectiveness of the design and
operation of our "disclosure controls and procedures" (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended  (the “Exchange Act”) under the supervision and with the
participation of our management, including Alfredo Villa, our president and
principal executive officer. Based upon that evaluation, Mr. Villa concluded
that our disclosure controls and procedures will not be effective as
our operations increase based on material weaknesses identified by management
consisting of the limited number of persons who are involved in the control
process. The Company, with the assistance of its accountants,  intend
to develop disclosure controls and procedures which will be effective and allow
the Company to meets its obligations under applicable securities
laws.







There
have been no changes in the Company's internal controls or in other factors that
have materially affected or are reasonably likely to materially affect the
internal controls subsequent to the date the Company completed its
evaluation.






ITEM 9B.  OTHER
INFORMATION







None.




PART
III






ITEM 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Number of
Directors. Our board of directors currently consists of five
persons. Our bylaws provide that the board of directors may consist of such
number of directors as determined by the Board of Directors from time to
time.




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Upon the
sale of the Shares we may seek to add to our board independent
directors who are qualified and willing to serve on our board. Once we add a
sufficient number of independent directors into our board, we will comply with
Securities & Exchange Commission, stock exchange, and NASDAQ rules regarding
board members, committees and other corporate governance standards. There can be
no assurance that we will be successful in attracting independent
directors.





Independent
Directors. None of our current Directors are “independent,” as
defined in rules promulgated by the Securities & Exchange Commission,
NASDAQ, or various stock exchanges.




Family
Relationships: There are no family relationships among our officers,
directors, or persons nominated for such positions.




Committees.
Our board of directors currently does not have an audit committee, compensation
committee or any other committee. We are looking for a suitable candidate who
meets the definition of “financial expert” and would be independent, to join our
board of directors and chair our audit committee. We intend to form an audit
committee, compensation committee and other committees of our Board when we
recruit additional independent directors, including a financial expert and other
directors with the experience necessary for audit committee
membership.




Code of
Ethics. We have not adopted a code of ethics applicable to our
executives, as defined by applicable rules of the SEC. We intend to adopt a code
of ethics after we recruit independent directors and when we do, the code will
be publicly available on our web site at www.playmoggle.com. If we make any
amendments to our code of ethics other than technical, administrative, or other
non-substantive amendments, or grant any waivers, including implicit waivers,
from a provision of our code of ethics to our chief executive officer, chief
financial officer, or certain other finance executives, we will disclose the
nature of the amendment or waiver, its effective date and to whom it applies on
our web site at www.playmoggle.com or in a report on Form 8-K filed with the
SEC.




Compensation for
Board of Directors: Currently members of the Board of Directors do not
receive compensation for their services as Board members, except for Mario
Gabbrelli who receives the sum of $5,000 per month. Upon sale of the Shares
in this Offering the Company may adopt a policy which will compensate existing
and/or new board members . Board members may receive additional
compensation for participating in the Committees. The amount of any
compensation paid to board members and/or committee members will be set and
approved by the board based on the Board’s review of compensation paid by
companies which are similarly situated to the Company.




Our
executive officers and directors and their respective ages as of the date of
this Report are as follows:




Directors:




Name
                  AgeJo
      Webber, Chairman
                  44Alfredo
      Villa
                  47Pradeep
      Ittycheria
                  32Ernest
      Cimadamore
                  46Mario
      Gabbrelli
                  66Fausto
      Paparelli
                  63




Executive
Officers:




Name
                  Age
                  OfficesAlfredo
      Villa
                  47
                  President,
      CEOErnest
      Cimadamore
                  46
                  CFO,
      SecretaryPeter
      Pelullo
                  56
                  Corporate
      Development
Director




35
 Table of Contents


Set forth
below is a brief description of the background and business experience of our
executive officers and directors.




Jo
Webber                                                     
    Chairman of the Board since 2008





Jo Webber
is an experienced software executive who has spent her career providing software
technology to many corporations. She is presently the CEO of Energy Solutions,
a provider of complex software solutions for the worlds’ major energy
companies. Prior to joining Energy Solutions in 2006, Dr. Webber served as
president and CEO of InnaPhase Corporation, a company which
supplied laboratory information management systems to the pharmaceutical
and biotechnology markets. When the company was sold to Thermo Electron in 2004,
she became vice president of Thermo Informatics. She earned a doctorate in
quantum physics and a Bachelor of Science degree in applied chemistry from the
University of Nottingham Trent in the United Kingdom in 1986 and
1990respectively. Dr. Webber is a Chartered Chemist and a Fellow of the Royal
Society of Chemistry. She serves on the boards of Maxwell Systems, a provider of
construction accounting software applications, and Octagon Research, a clinical
R&D software and services provider. Ms Webber may be deemed to be a promoter
of the Company.








Alfredo
Villa                                                     President,
Chief Executive Officer and Board Members since 2008




Presently,
Mr. Villa is a board member and partner of Gabbrielli & Associati in
Milan, Italy, a financial consulting company. Mr. Villa is the principal
shareholder of 3D Financial Corporation Limited, the
founding shareholder of the Company. Since January 2000, Mr. Villa has been
a director of Oranco, Inc., a public company which is engaged in seeking and
investigating the potential acquisition of assets, properties or
businesses. Mr. Villa is also a director of BrainSpark, Ltd. and Mediapolis SpA
and RCF Research, Consulting & Forcasting SA. He co-founded Givigest
Fiduciaria SA, a Swiss financial services company and SCF SA, a financial
consulting firm offering asset management services, both of which entities
were sold in 2001. He is a ‘Chartered Market Technician qualified by Market
Technicians Association in New York,, as well as an authorized Financial &
Commercial Fiduciary in the Swiss Canton of Ticino. Mr. Villa graduated with a
degree in Economics from University of Geneva, Switzerland Mr. Villa’s career
started at Banca della Svizzera Italiana as currency option dealer, and then
joined Soginvest Banca (CIAL Group). Mr. Villa is also Chairman of “Fondazione
Settembre Onlus” and VP of “Homes for Hope” Charities. Mr. Villa may be deemed
to be a promoter of the Company.




Ernest
Cimadamore                                      
  Secretary and Chief Financial Officer of the Corporation since
2008





Mr.
Cimadamore has over 25-years experience in the entertainment industry. Since
2003 he has been a co-owner of Pep-Soul Entertainment a Philadelphia based
music and entertainment company. From 2003 through 2006 Mr. Cimadamore served as
the secretary to TriMedia Entertainment Group, a publicly traded company where
he was also the president of their music division. . Mr. Cimadamore has
represented independent music companies in connection with multiple gold
and platinum artist projects for numerous major record companies, including
Atlantic, Elektra, Sony, Warner Bros. and Island. Over his 25 years in the music
industry he has successfully worked in the areas of operations, distribution,
promotion, sales and marketing. Mr. Cimadamore may be deemed to be a
promoter of the Company.




Peter
S.
Pelullo                                                  Corporate
Development Director since 2008





Peter S.
Pelullo, has been an entrepreneur for the past 20 years. Mr. Pelullo is
currently the principal shareholder of International Corporate Management, Inc.
a private company which provides consulting services to American companies
seeking to develop and/or expand their presence in the European marketplace. Mr.
Pelullo is currently an owner and employee of 3D Financial Corp. Limited. He has
extensive experience in the music entertainment and technology industries where
he has established companies in both domestic and international markets. Mr.
Pelullo has significant experience in corporate finance, strategic planning,
cash flow management and international business development. Mr. Pelullo
resigned his position as a member of the Company’s board of directors in
November 2008.Mr Ittycheria replaced Mr. Pelullo on the Board of directors.
Mr. Pelullo may be deemed to be a promoter of the Company.




36
 Table of Contents





Mario
Gabbrielli                                
              Board
Member since 2008





Mario
Gabbrielli is the Chairman and Managing partner of Gabbrielli & Associates.
He received an Economics and Business degree from the University Cattolica of
Milan Mr. Gabbrielli was the Chief Financial Officer of the Olivetti and ENI
Groups and the Managing Director of Agricola Finanziaria, BNI, Gestioni SGR and
Investimenti SIM. He is a member of the Advisory Council of the National
Association of Accounting and Financial Managers. Mr. Gabrielli is registered in
the Roll of Official Auditors (Revisori Contabli) and he is an auditor of Fitch
Italia SPA.











Fausto
Paparelli                                         
     Board Member since 2008





Mr.
Paparelli served in various capacities for BSI Spa in Lugano for in excess of 30
years. BSI was founded in 1873 in Lugano as Banca della Svizzera Italiana,
Presently BSI is an institution that specializes in asset management and related
services for private and institutional clients. During Mr. Papareli’s employment
with BSI he was responsible for the development of BSI Lugano’s foreign
exchange department and established FOREX dealing desks in Lugano, Zurich,
Geneva, New York and Nassau Mr. Paparelli also developed BSI Lugano’s gold
trading desk and provided private banking and corporate financing services to
BSI Lugano’s clients. In June 2006, Mr. Paparelli, at the age of 61, retired his
position with BSI. Mr. Paparelli has served as a member of the Kommission fur
Devisehandel of the Swiss Banking Association.





Pradeep
Ittycheria                                        
   Board Member since 2008




Pradeep
Ittycheria has more than 9 years of experience at the senior executive and
project management level both domestically and internationally, with a main
focus on information management services, technology, product and software
development industry segments. He has broad based experience in the areas of
business development, operations, and management consulting. Mr. Ittycheria
currently serves as a Vice President of Development for Energy Solutions
International, a company engaged in the pipeline management software
industry. Additionally, during his career, Mr. Ittycheria has served in senior
level and project management positions at Thermo Fischer Scientific, AppLabs
Inc., Breakaway Solutions (an ICG company: NASDAQ: ICGE) and ITTI (formerly,
Innovation Technology Transfer India) an IT Consulting and Software services
Company, headquartered in Bangalore, India. Mr. Ittycheria received a
Bachelors Degree in Computer Science from Bharathiar University in 1994 and
a Masters in Business Administration from Symbiosis Institute of Management
studies in 1997. Mr. Ittycheria replaced Mr. Pelullo as a member of the
Comapany’s board of directors in Novenmber 2008.





Term
of Office




Our
Directors are appointed for an initial term of one year or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board or the Shareholders of the
Company. We may have staggered terms when the number of directors increase
to seven or more.




Significant
Employees




We have
three significant employees: Alfredo Villa, who serves as our President and
CEO, Ernest Cimadamore, who serves as our CFO and Secretary and Peter Pelullo
who serves as our Corporate Development Director. We have written employment
agreements with these persons, the key provisions of which are described in the
Executive and Director Compensation section set forth below.






ITEM 11.   EXECUTIVE
COMPENSATION


The
following table sets forth information concerning the annual and long-term
compensation for services in all capacities to the Company for the period from
February 11, 2008 (inception) to December 31, 2008 of the Chief Executive
Officer and each other executive officer of the Company. Peter Pelullo is
the only executive officer whose annual salary and bonus for the period
from February 11, 2008 (inception) to December 31, 2008, exceeded
$100,000.




37
 Table of Contents







Summary
Executive Compensation Table




Name
      and Principal Position
              Period
      ended
                December
      31
                2008,
              
              Salary
                ($)
              
              
              Stock
                Awards
                ($)
              
              Option
                Awards
      ($)
              
              
              All
      other
                Compensation
                ($)
              
              
              Total
      ($)Alfredo
      Villa ,President & CEO
              2008
              
              
              0
              (1
              )
              
              
              
              71,871
              (2
              )
              
              
              
              
              $
              71,871Ernest
      Cimadamore , CFO
              2008
              
              
              0
              (3
              )
              
              
              $
              8,825
              (4
              )
              
              $
              10,000
              
              
              $
              18,825Peter
      Pelullo, Director of Corporate Development
              2008
              
              
              0
              (5
              )
              
              
              
              197,645
              (6
              )
              
              
              
              
              
              $
              197,645




Alfredo
Villa




(1) In
May 2008 the Company entered into three year employment agreement with Alfredo
Villa as President and Chief Executive Officer (the “Villa Agreement”). The
Villa Agreement provides for the payment of an annual salary to Mr. Villa of
$200,000 commencing at such time as the Company raises a minimum of $5,000,000
in equity capital. Under the Villa Agreement Mr. Villa is entitled to (i)
receive discretionary bonuses as declared by the Board of Directors;
(ii) reimbursement of reasonable business expenses ; (iii) receive five (5)
year stock options to purchase 1,000,000 shares of the Company’s common stock at
a price of $.04 per share; (iv) participate in the Company’s benefit programs
which are available to similarly situated employees; and (v) two (2) weeks
paid vacation and two (2) days paid sick leave per calendar year. The Villa
Agreement contains prohibitions on Mr. Villa competing with the Company,
soliciting Company personnel and/or disclosing confidential information
about the Company. The Villa Agreement also provides that all intellectual
property developed and/or created by Mr. Villa while he is employed with the
Company shall be the property of the Company. In the event the Company
terminates Mr. Villa’s employment without cause, as defined in the Villa
Agreement, the Company shall be required to pay Mr. Villa the salary required
under the Villa Agreement as if he remained an employee throughout the term of
the Agreement.





(2) The
Black Scholes option pricing model was used to calculate the fair value of the
1,000,000 options granted under the Villa Agreement. For accounting purposes,
the Company will recognize compensation expense of $71,871 related to these
stock options. The following assumptions were used in the fair value
calculations:




Risk free
rate – 3.3%


Expected
term – 5 years


Expected
volatility of stock 51.8%


Expected
dividend yield – 0%







Ernest
Cimadamore




(3) In
May 2008 the Company entered into three year employment agreement with Ernest
Cimadamore as Secretary and Chief Financial Officer (the “Cimadamore
Agreement”). The Cimadamore Agreement provides for the payment of an annual
salary to Mr. Cimadamore of $75,000 commencing at such time as the Company
raises a minimum of $5,000,000 in equity capital. Under the Cimadamore Agreement
Mr. Cimadamore is entitled to (i) receive discretionary bonuses as declared by
the Board of Directors; (ii) reimbursement of reasonable business expenses
; (iii) receive five (5) year stock options to purchase 500,000 shares of the
Company’s common stock at a price of $.04 per share; (iv) participate in the
Company’s benefit programs which are available to similarly situated employees;
and (v) two (2) weeks paid vacation and two (2) days paid sick leave
per calendar year. The Cimadamore Agreement contains prohibitions on Mr.
Cimadamore competing with the Company, soliciting Company personnel,
and/or disclosing confidential information about the Company. The
Cimadamore Agreement also provides that all intellectual property developed
and/or created by Mr. Cimadamore while he is employed with the Company shall be
the property of the Company. In the event the Company terminates Mr.
Cimadamore’s employment without cause, as defined in the Cimadamore Agreement,
the Company shall be required to pay Mr. Cimadamore the salary required under
the Cimadamore Agreement as if he remained an employee throughout the term of
the Agreement




38
 Table of Contents




(4) The
Black Scholes option pricing model was used to calculate the fair value of the
500,000 options granted under the Cimadamore Agreement. For accounting purposes,
the Company recognized compensation expense of $8,825 related to these
stock options. The following assumptions were used in the fair value
calculations:




Risk free
rate – 2.5%


Expected
term – 5 years


Expected
volatility of stock 51.8%


Expected
dividend yield – 0%







Peter
Pelullo.




(5) In
May 2008 the Company entered into three year employment agreement with Peter
Pelullo as corporate development director (the “Pelullo Agreement”). The
Pelullo Agreement provides for the payment of an annual salary to Mr. Pelullo of
$180,000 commencing at such time as the Company raises a minimum of
$5,000,000 in equity capital. Under the Pelullo Agreement Mr. Pelullo is
entitled to (i) receive discretionary bonuses as declared by the Board of
Directors; (ii) reimbursement of reasonable business expenses ; (iii)
receive five (5) year stock options to purchase 2,750,000 shares of the
Company’s common stock at a price of $.04 per share; (iv) participate in the
Company’s benefit programs which are available to similarly situated employees;
and (v) two (2) weeks paid vacation and two (2) days paid sick leave
per calendar year. The Pelullo Agreement contains prohibitions on Mr. Pelullo
competing with the Company, soliciting Company personnel, and/or disclosing
confidential information about the Company. The Pelullo Agreement also provides
that all intellectual property developed and/or created by Mr. Pelullo while he
is employed with the Company shall be the property of the Company. In the event
the Company terminates Mr. Pelullo’s employment without cause, as defined in the
Pelullo Agreement, the Company shall be required to pay Mr. Pelullo the salary
required under the Pelullo Agreement as if he remained an employee throughout
the term of the Agreement





(6) The
Black Scholes option pricing model was used to calculate the fair value of the
2,750,00 options granted under the Pelullo Agreement. For accounting purposes,
the Company will recognize compensation expense of $197,645 related to
these stock options. The following assumptions were used in the fair value
calculations:




Risk free
rate – 3.3%


Expected
term – 5 years


Expected
volatility of stock 51.8%


Expected
dividend yield – 0%




Director
Compensation




Name
              
              Fees
                Earned
      as
                Director
                Period
                Ended
                June
      30,
                2008
              
              
              Stock
                Awards
              
              
              Option
                Awards
              
              
              All
      other
                compensation
              
              
              TotalAlfredo
      Villa
              
              
              0
              
              
              
              0
              
              
              $
              
              (1)
              
              
              
              (1)
              
              $
              0Ernest
      Cimadamore
              
              
              0
              
              
              
              0
              
              
              
              
              (2)
              
              
              
              (2)
              
              
              0Pradeep
      Ittycheria
              
              
              0
              
              
              
              0
              
              
              
              17,403
              (3)
              
              
              
              (3)
              
              
              17,403Jo
      Webber
              
              
              0
              
              
              
              0
              
              
              
              52,950
              (4)
              
              
              
              (4)
              
              
              52,950Mario
      Gabbrielli
              
              
              0
              
              
              
              0
              
              
              
              89,838
              (5)
              
              
              
              (5)
              
              
              89,838Fausto
      Paparelli
              
              
              0
              
              
              
              0
              
              
              $
              36,113
              (6)
              
              
              
              (6)
              
              $
              36,113




39
 Table of Contents


(1)           See
Notes 1 and 2 to the Executive Compensation Table set forth above.


(2)           See
Notes 3 and 4 to the Executive Compensation Table set forth above.


(3)           Effective
as of March , 2008 Mr. Ittycheria entered into a three year consulting
agreement with the Company (the “Ittycheria Agreement”). The Ittycheria
Agreement provides that Mr. Ittycheria will provide consulting services to the
Company with respect to (1) developing the Company’s planned gaming
platform and games to be played on such platform and (2) other services as
requested by the Company. Under the Ittycheria Agreement, Mr. Ittycheria
received five (5) year options to purchase 1,000,000 shares of the
Company’s common stock at an exercise price on $.04 per share. Mr. Ittycheria is
entitled to reimbursement of expenses incurred in connection with his work on
behalf of the Company. The Ittycheria Agreement contains prohibitions on
Mr. Ittycheria disclosing confidential information about the Company
and provides that all intellectual property developed and/or created by
Mr. Ittycheria in the course of her performing services for the
Company shall be the property of the Company. The Black Scholes option
pricing model was used to calculate the fair value of the 1,000,000 options
granted under the Webber Agreement. For accounting purposes, the Company
recognized compensation expense of $17,403 related to these stock options.
The following assumptions were used in the fair value calculations:




Risk free
rate – 2.5%


Expected
term – 5 years


Expected
volatility of stock 51.8%


Expected
dividend yield – 0%





(4)           Effective
as of March 2008, Ms. Webber entered into a three year consulting agreement with
the Company (the “Webber Agreement”). The Webber Agreement provides that Ms.
Webber will provide consulting services to the Company with respect to
(1) analyzing and evaluating the proposed business plan of the Company
(2) analyzing and evaluating the capital requirements needed to pursue the
Company’s business plan; (3) evaluating potential business partnerships (4)
providing advice regarding business development (5) providing advice in
connection with the software and programming tasks required in order to develop
the Company’s online gaming platform and games to be developed for such platform
and (6) other services as requested by the Company. Under the Webber Agreement,
Ms Webber received five (5) year options to purchase 3,000,000 shares of
the Company’s common stock at ant exercise price on $.04 per share. Ms. Webber
is entitled to reimbursement of expenses incurred in connection with her work on
behalf of the Company. The Webber Agreement contains prohibitions on Ms.
Webber  disclosing confidential information about the Company
and provides that all intellectual property developed and/or created by Ms.
Webber in the course of her performing services for the Company shall
be the property of the Company. The Black Scholes option pricing model was
used to calculate the fair value of the 3,000,000 options granted under the
Webber Agreement. For accounting purposes, the Company recognized compensation
expense of $52,950 related to these stock options. The following
assumptions were used in the fair value calculations:





Risk free
rate – 2.5%


Expected
term – 5 years


Expected
volatility of stock 51.8%


Expected
dividend yield – 0%




(5)           In
June 2008 Mr. Gabbrielli was appointed as a member of the Company’s Board of
Directors. Mr. Gabriellei will receive the sum of $5,000 per month for services
rendered as a Director and has been issued Options to purchase 1,250,000 shares
of Common Stock of the Company. These Options have afive (5) year term and
are exercisable at a price of $.04 per share. . The Black Scholes option
pricing model was used to calculate the fair value of the 1,250,000 options
granted to Mr. Gabbrielli. For accounting purposes, the Company will recognize
compensation expense of $89,838 related to these stock options. The
following assumptions were used in the fair value calculations:


Risk free
rate – 3.3%


Expected
term – 5 years


Expected
volatility of stock 51.8%


Expected
dividend yield – 0%




40
 Table of Contents




(6)           In
June 2008 Fausto Paparelli was appointed as a member of the Company’s Board
of Directors. Mr. Paparelli has been issued Options to purchase 500,000
shares of Common Stock of the Company. These Options have a five (5) year
term and are exercisable at a price of $.04 per share. . The Black Scholes
option pricing model was used to calculate the fair value of the 500,000 options
granted to Mr. Paparelli For accounting purposes, the Company will
recognize compensation expense of $36,113 related to these stock options.
The following assumptions were used in the fair value calculations:




Risk free
rate – 3.7%


Expected
term – 5 years


Expected
volatility of stock 51.8%


Expected
dividend yield – 0%








Outstanding Equity
Awards At December
31, 2008




As
of March 3, 2008, the Company adopted an Equity Incentive plan for the
grant of options intended to qualify as “incentive stock options” among others.
The total number of shares of common stock reserved for issuance under the plan
is 25,000,000 shares subject to adjustment in the event of stock split,
dividend, recapitalization or other similar capital change. The following sets
forth Options issued under the plan as of December 31, 2008. All of the Options
set forth below are fully vested and may be exercised at any time.





# of
      Options
              Exercise
              
              OptionsName
              Issued
              Price
              Expiration
              ExercisedJo
      Webber
              3,000,000
              $.04
      per share
              March
      2013Pradeep
      Pittycheria
              1,000,000
              $.04
      per share
              March
      2013Ernest
      Cimadamore
              500,000
              $.04
      per share
              March
      2013Michael
      Forte
              250,000
              $.04
      per share
              March
      2013Jacob
      Der Hagopian
              3,000,000
              $.04
      per share
              March
      2013Michele
      Wilde
              50,000
              $.04
      per share
              March
      2013Robert
      Sannelli
              500,000
              $.04
      per share
              March
      2013
              500,000Anthony
      Collura
              350,000
              $.04
      per share
              March
      2013Louis
      Cambria
              50,000
              $.04
      per share
              March
      2013Jeremy
      Zevin
              50,000
              $.04
      per share
              March
      2013Peter
      Pelullo
              2,750,000
              $.04
      per share
              March
      2013Alfredo
      Villa
              1,000,000
              $.04
      per share
              March
      2013Mario
      Gabbrielli
              1,250,000
              $.04
      per share
              March
      2013
              1,250,000Fausto
      Paparelli
              500,000
              $.04
      per share
              March
      2013
              500,000Dott.
      Paulito Boaretto
              250,000
              $.04
      per share
              March
      2013





Dott.
Boaretto’s options were issued in connection with a Consulting Agreement
pursuant to which Dott. Boaretto agreed to serve as a financial consultant to
the Company.




As
at December 31, 2008, a total of 12,250,000 options were outstanding
under the Equity Incentive plan. 2,250,000 previously issued Option have been
exercised. As of December 31, 2008 the balance of available options
for further issuance was 10,500,000.






ITEM 12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS


The
following table provides information concerning beneficial ownership of our
common stock as of March 25, 2009, by:




· each stockholder, or group of affiliated stockholders, that we know owns more
than 5% of our outstanding common stock;




· each of our executive officers;




· each of our directors; and




· all of our executive officers and directors as a group;




41
 Table of Contents




The
following table lists the number of shares and percentage of shares beneficially
owned based on 36,288,276 shares of common stock outstanding as of March 25,
2009.






Beneficial
ownership is determined in accordance with the rules of the SEC, and generally
includes voting power and/or investment power with respect to the securities
held. Shares of common stock subject to options and warrants currently
exercisable or exercisable within 60 days of March 25, 2009, are deemed
outstanding and beneficially owned by the person holding such options or
warrants for purposes of computing the number of shares and percentage
beneficially owned by such person, but are not deemed outstanding for purposes
of computing the percentage beneficially owned by any other person. Except as
indicated in the footnotes to this table, the persons or entities named have
sole voting and investment power with respect to all shares of our common stock
shown as beneficially owned by them.




Unless
otherwise indicated, the principal address of each of the persons below is c/o
Moggle. Inc., 111 Presidential Boulevard, Suite 212,Bala Cynwyd,
Pennsylvania 19004.






Amount
      and
                                                                          
                                                                          
                                                                          PercentageNature
      of
                                                                          
                                                                          
                                                                          OwnedBeneficial
                                                                            OwnerName
      and Address of Beneficial OwnerExecutive Officers and/or
      DirectorsAlfredo
      Villa (1)
                                                                          
                                                                          
                                                                          5,100,000
                                                                          
                                                                          
                                                                          
                                                                          12.95Peter
      Pelullo (2)
                                                                          
                                                                          
                                                                          6,850,000
                                                                          
                                                                          
                                                                          
                                                                          17.07Jo
      Webber (3)
                                                                          
                                                                          
                                                                          7,100,000
                                                                          
                                                                          
                                                                          
                                                                          17.15Ernest
      Cimadamore (4)
                                                                          
                                                                          
                                                                          500,000
                                                                          
                                                                          
                                                                          
                                                                          1.36Mario
      GabbrielliVia
      Angelo Bassini ASI-24128
      Bergamo
                                                                          
                                                                          
                                                                          1,250,000
                                                                          
                                                                          
                                                                          
                                                                          3.44Fausto
      PaparelliCarasole
      6535Roveredo
      (GR) Switzerland
                                                                          
                                                                          
                                                                          500,000
                                                                          
                                                                          
                                                                          
                                                                          1.38Pradeep
      Ittycheria (5)14018
      Fallon Heights DriveCypress,
      TX 77429
                                                                          
                                                                          
                                                                          2,714,287
                                                                          
                                                                          
                                                                          
                                                                          7.06All
      Executive OfficersDirectors
      as a Group – 7 persons (6)
                                                                          
                                                                          
                                                                          24,014,287
                                                                          
                                                                          
                                                                          
                                                                          47.10Other
      5% Shareholders3D
      Financial Corp Limited (7)3/Floor 228
      Queen’s Road EastWanchai,
      Hong Kong
                                                                          
                                                                          
                                                                          2,500,000
                                                                          
                                                                          
                                                                          
                                                                          6.89Capital
      Growth Trust (8)29
      Otis StreetCambridge,
      MA 02141
                                                                          
                                                                          
                                                                          3,000,000
                                                                          
                                                                          
                                                                          
                                                                          7.84John
      Tripodi (9)2300
      S. 22nd StreetPhiladelphia,
      PA 19145
                                                                          
                                                                          
                                                                          5,185,716
                                                                          
                                                                          
                                                                          
                                                                          13.22Jacob
      Der Hagopian (10)PO
      Box 354Moorestown,
      NJ 08057
                                                                          
                                                                          
                                                                          3,000,000
                                                                          
                                                                          
                                                                          
                                                                          7.64EFM
      Associates (11)2016
      Waterloo RoadBerwyn,
      PA 19312
                                                                          
                                                                          
                                                                          3,000,000
                                                                          
                                                                          
                                                                          
                                                                          7.84Allevamento
      Cristal Sel (12)Via
      Novara 3120151
      Milano
                                                                          
                                                                          
                                                                          2,500,000
                                                                          
                                                                          
                                                                          
                                                                          6.89
  42
 Table of
Contents




(1)           Includes
2,000,000 shares of Common Stock, 2,000,000 shares underlying warrants
exercisable at $.04 per share, 100,000 shares underlying warrants exercisable at
$.75 per share and 1,000,000 shares underlying options exercisable at $.04 per
share. Does not reflect 2,500,000 shares owned by 3D




(2)           Includes
3,000,000 shares of Common Stock, 1,000,000 shares underlying warrants
exercisable at $.04 per share, 100,000 shares underlying warrants exercisable at
$.75 per share and 2,750,000 shares underlying options exercisable at $.04 per
share. Does not reflect 2,500,000 shares owned by 3D.




(3)           Includes
2,000,000 shares of Common Stock, 2,000,000 shares underlying warrants
exercisable at $.04 per share, 100,000 shares underlying warrants exercisable at
$.75 per share and 3,000,000 shares underlying options exercisable at $.04 per
share.




(4)           Reflects
500,000 shares underlying options exercisable at $.04 per share.




(5)           Includes
571,429 shares of Common Stock, 1,142,858 shares underlying warrants exercisable
at $.04 per share and 1,000,000 shares underlying options exercisable at $.04
per share




(6)           Includes
securities owned by Alfredo Villa, Jo Webber, Peter Pelullo, Ernest Cimadamore
,Mario Gabbrelli , Fausto Paparelli and Pradeep Ittycheeria. Does not reflect
2,500,000 shares owned by 3D.




(7)           3D
Financial Corp Limited (“3D”) is owned Alfredo Villa and Peter Pelullo. Does not
reflect securities owned by Messrs. Villa and Pelullo individually.




(8)           Includes
1,000,000 shares of Common Stock, 2,000,000 shares underlying warrants
exercisable at $.04 per share. The trustee of Capital Growth Trust is Vicki
Appel.




(9)           Includes
2,250,001 shares of Common Stock, 2,892,858 shares underlying warrants
exercisable at $.04 per share, and 42,857 shares underlying warrants exercisable
at $.75 per share.




(10)           Reflects
3,000,000 shares underlying options exercisable at $.04 per share.




(11)           Includes
1,000,000 shares of Common Stock, and 2,000,000 shares underlying warrants
exercisable at $.04 per share. EFM Associates is controlled by Gary McCarthy,
Herb Fineberg and Bernard Eisen.




(12)           Allevamento
Cristal Sel is controlled by Cristina Uccelli. Mrs. Ucelli also controls NADAV
BV which owns 1,600,000 additional shares of common stock, which shares are not
included in the information set forth in the table above.




43
 Table of Contents





2008
Equity Incentive Plan




We
adopted our 2008 Stock Option Plan as of March 3, 2008. The 2008 plan
provides for the grant of options intended to qualify as “incentive stock
options,” and options that are not intended to so qualify or “nonstatutory stock
options”. The total number of shares of common stock reserved for issuance under
the 2008 plan is 25,000,000 shares, subject to adjustment in the event of stock
split, stock dividend, recapitalization or similar capital change. At December
31, 2008 options to purchase 12,250,000 shares of our common stock were
outstanding under the 2008 plan.




The plan
is administered by our Board of Directors, which selects the eligible persons to
whom options or stock awards shall be granted, determines the number of shares
subject to each option or stock award, the exercise price therefore and the
periods during which options are exercisable, interprets the provisions of the
2008 plan and, subject to certain limitations, may amend the 2008 plan. Each
option or stock award the grantee. Grants may be made under the 2008 plan to
employees (including officers) and directors of the Company as well as to
certain consultants and advisors.




The
exercise price for incentive stock options granted under the 2008 plan is
required to be no less than the fair market value of the common stock on the
date the option is granted, except for options granted to 10% stockholders,
which are required to have an exercise price of not less than 110% of the fair
market value of the common stock on the date the option is granted. Incentive
stock options granted under the 2008 plan have a maximum term of 10 years,
except for option grants to 10% stockholders, which are subject to a maximum
term of 5 years. Non-statutory stock options granted under the 2008 plan have a
term determined by the Board of Directors.




Reports
to Stockholders




We intend
to furnish our stockholders with annual reports containing audited financial
statements as soon as practical after the end of each fiscal year. Our fiscal
year ends December 31.




Transfer
Agent




The
Company’s Transfer Agent is StockTrans, Inc., and there address and phone number
are 44 W. Lancaster Avenue, Ardmore, PA 19003, (610) 649-7300.






ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




In
connection with the formation of the Company, 3D Financial Corporation, Ltd.
(“3D”) purchased 19,000,000 shares of the Company’s common stock for an
aggregate price of $19,000. 3D is a Hong Kong based company which is owned by
Alfredo Villa, the Company’s President, Chief Financial Officer and a Director
and Peter Pelullo, the Company’s Corporate development director and a former
Board member. Subsequently 3D transferred a total of 16,500,000 shares to other
parties.




During
the period from the Company’s formation through June 26, 2008 Alfredo Villa
individually purchased, for an aggregate purchase price of $70,000, 2,000,000
shares of the Company’s common stock , warrants to purchase 2,000,000 additional
shares of Common Stock exercisable at a price of $.04 per share and warrants to
purchase 100,000 shares at a price of $.75 per share.




44
 Table of Contents




During
the period from the Company’s formation through June 26, 2008 Peter Pelullo
individually purchased, for an aggregate purchase price of $70,000, 2,000,000
shares of the Company’s common stock , warrants to purchase 2,000,000 additional
shares of Common Stock exercisable at a price of $.04 per share and warrants to
purchase 100,000 shares at a price of $.75 per share. During the period from
February 11, 2008 (inception) to December 31, 2008, Peter Pelullo advanced
expenses on behalf of the Company in connection with research of the Company’s
business plans and the implementation of the Company’s business plans totaling
$70,089. All of these expenses were reimbursed to Mr. Pelullo prior to December
31, 2008.


During
the period from the Company’s formation through June 26, 2008 Jo Webber, the
Chairman of the Board of the Company and a consultant to the Company,
individually purchased, for an aggregate purchase price of $70,000, 2,000,000
shares of the Company’s common stock , warrants to purchase 2,000,000 additional
shares of Common Stock exercisable at a price of $.04 per share and warrants to
purchase 100,000 shares at a price of $.75 per share.




Alfredo
Villa, Ernest Cimadamore and Peter Pelullo have entered into employment
agreements with the Company as the Company’s President and Chief Executive
Officer, Secretary and Chief Financial Officer and Director of Corporate
Development, respectively. The material terms of these employment agreements are
described in the Executive and Director Compensation section of this Report. Jo
Webber and Pradeep Ittycheria, directors of the Company have entered into a
consulting agreement with the Company, the material terms of which are described
in the Executive and Director Compensation section of this Report.




As
detailed in the Executive and Director Compensation section of this Report, the
Company has issued options/warrants to its officers and directors to purchase an
aggregate of 14,692,858 shares of t\he Company’s Common Stock.




From
inception through the date of this Report, the Company has utilized offices
leased by affiliates of certain of the Company’s board members without charge.
There are no commitments for any operating or capital leases for any Company
offices.




Policies
and Procedures for Reviewing Related Party Transactions




We have
not adopted any written policies or procedures governing the review, approval or
ratification of related party transactions. However, our Board of Directors
reviews, approves or ratifies, when necessary, all transactions with related
parties. We did not enter into any new related party transactions during
2008.




Director
Independence Statement




None of
our current Directors are “independent,” as defined in rules promulgated by
the Securities & Exchange Commission, NASDAQ, or various stock
exchanges.




ITEM 14. PRINCIPAL ACCOUNTING FEES AND
DISCLOSURES






Audit Fees





The
aggregate fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements for the year ended
December 31, 2008 was $14,400.




45
 Table of Contents




Audit-Related
Fees




During
the fiscal year ended December 31, 2008, the
aggregate fees billed for the performance of quarterly reviews of our financial
statements was $6,600




Tax
Fees




During
the fiscal year ended December 31, 2008, there were no fees billed for tax
compliance, tax advice and/or tax planning by our principal
accountants.




All
Other Fees




During
the for the year ended December 31, 2008, there were no fees billed for products
and services provided by the principal accountant other than those set forth
above.




Audit
Committee Approval




We
currently do not have an audit committee.  However, our board of directors
has pre-approved the services described above.







PART
IV






ITEM 15.   EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES




(a) The
following documents are filed as part of this Report:




1.
Index to Financial
Statements. Our financial statements and the Report of Stonefield
Josephson, Inc., Independent Registered Public Accounting Firm are included in
Part IV of this Report on the pages indicated:




PageReport
      of Independent Registered Public Accounting Firm
                
                F-2Consolidated
      Balance Sheets as of December 31, 2008
                
                F-3Consolidated
      Statement of Operations for the years ended December 31,
      2008
                
                F-4Consolidated
      Statement of Stockholders’ Equity for the years ended December 31,
      2008
                
                F-5Consolidated
      Statement of Cash Flows for the years ended December 31,
      2008
                
                F-6Notes
      to Consolidated Financial Statements
                
                F-7


2.
Financial Statement
Schedule Covered by the Foregoing Report of Independent Registered Public
Accounting Firm.







All other
schedules are omitted because they are not applicable or the required
information is shown in the financial statements or the notes
thereto.




3.
Exhibits




Exhibit
      Number
                                                    
                                                    Description3.1
                                                    
                                                    Certificate
      of Incorporation.*3.2
                                                    
                                                    By-laws*4.1
                                                    
                                                    Specimen
      Common Stock Certificate *4.2
                                                    
                                                    2008
       Equity Incentive Plan*10.1
                                                    
                                                    Employment
      Agreement between the Company  and Alfredo
  Villa*10.2
                                                    
                                                    Employment
      Agreement between the Company and Ernest Cimadamore*10.3
                                                    
                                                    Employment
      Agreement between the company and Peter Pelullo*31.1
                                                    
                                                    Certification
      of the principal executive officer of the Registrant, pursuant to
      Securities Exchange Act Rule 13a-14(a)31.2
                                                    
                                                    Certification
      of the principal financial officer of the Registrant, pursuant to
      Securities Exchange Act Rule 13a-14(a)32.1
                                                    
                                                    Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by the chief executive
      officer of the Registrant32.2
                                                    
                                                    Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by the chief financial officer
      of the Registrant* Document
       included in our Form S-1 Registration Statement File # 333-
      152050 filed with the Securities and Exchange Commission on July 1,
      2008




46
 Table of Contents





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized, on this 30th day of
March 2009.




MOGGLE,
      Inc.By:
                                  /s/ Alfredo
      VillaAlfredo
      Villa President and Chief
                                    Executive
      Officer andPrincipal
      Executive
                                    Officer/s/
      Ernest
      CimadamoreErnest
      Cimadamore Secretary,
      Chief
                                    Financial
      Officer andPrincipal
                                    Accounting
      Officer
















47
 Table of Contents







POWER OF ATTORNEY





KNOW
ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest Cimadamore, his or her attorney-in-fact,
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Report on Form 10-K, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.




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


Signature
                                    
                                    Title
                                    
                                    Date/s/
      Alfredo
      Villa
                                    
                                    President,
      Chief Executive Officer and  Director
                                    
                                    March 30,
      2009Alfredo
      Villa
                                    
                                    (Principal
      Executive Officer)/s/
      Ernest
      Cimadamore
                                    
                                    Secretary,
      Principal Accounting Officer and
                                    
                                    March 30,
      2009Ernest
      Cimadamore
                                    
                                    Chief  Financial
      Officer/s/
      Jo
      Webber
                                    
                                    Director
                                    
                                    March 30,
      2009Jo
      Webber/s/
      Mario
      Gabbrelli
                                    
                                    Director
                                    
                                    March 30,
      2009Mario
      Gabbrelli/s/
      Fausto
      Paparelli
                                    
                                    Director
                                    
                                    March 30,
      2009Fausto
      Paparelli/s/
      Pradeep
      Ittycheria
                                    
                                    Director
                                    
                                    March 30,
      2009Pradeep
      Ittycheria


48
 Table of Contents
  Moggle, Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
       
 
 
 PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM
                                                        F-2BALANCE SHEET
                                                        F-3STATEMENT OF OPERATIONS
                                                        F-4STATEMENT OF STOCKHOLDERS' EQUITY
                                                        F-5STATEMENT OF CASH FLOWS
                                                        F-6NOTES TO FINANCIAL STATEMENTS
                                                        F-7
      - F-15
 F-1
 Table of Contents
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors
 Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Philadelphia,
Pennsylvania
 
 
 We have
audited the accompanying balance sheet of Moggle, Inc. (formerly Chimera
International Group, Inc.) (a development stage company) as of December 31,
2008, and the related statement of operations, changes in stockholders' equity
and cash flows for period from February 11,2008 (date of inception) to December
31, 2008. These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
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 purpose 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 amounts and disclosures in the consolidated 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 audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Moggle, Inc. (a development stage
company) as of December 31, 2008 and the results of its operations and its cash
flows for the period February 11, 2008 (date of inception) to December 31, 2008,
in conformity with accounting principles generally accepted in the United
States.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company's losses from development stage activities
raise substantial doubt about its ability to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
 
 
 
 /s/
MORISON COGEN LLP
 
 Bala
Cynwyd, Pennsylvania
 January
9, 2009
 Except
Note 7, as to which the date is January 26, 2009
  
 F-2
 Table of Contents
  Moggle, Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Balance
Sheet
 December
31, 2008
 
 
 
 
 ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                                                
                                                $
                                                128,359TOTAL
      CURRENT ASSETS
                                                
                                                
                                                128,359PROPERTY
      AND EQUIPMENTComputer
      equipment
                                                
                                                
                                                5,582Less:  accumulated
      depreciation
                                                
                                                
                                                6984,884TOTAL
      ASSETS
                                                
                                                $
                                                133,243STOCKHOLDERS'
      EQUITYSTOCKHOLDERS'
      EQUITYPreferred
      stock, $.0001 par value; 2,000,000 shares authorized;none
      issued and outstanding at December 31, 2008
                                                
                                                
                                                -Common
      stock, $ .0001 par value; 150,000,000 shares authorized;35,288,276
      shares issued and outstanding at December 31, 2008
                                                
                                                
                                                3,529Additional
      paid in capital
                                                
                                                
                                                1,113,600Deficit
      accumulated during the development stage
                                                
                                                
                                                (983,886
                                                )STOCKHOLDERS'
      EQUITY
                                                
                                                $
                                                133,243
  The
accompanying notes are an integral part of these financial
statements.
  F-3
 Table of Contents
 
 Moggle, Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Statement
of Operations
 For the
Period February 11, 2008 (Date of Inception) to December 31, 2008
 
 SALES
                          
                          $
                          -OPERATING
      EXPENSESGeneral
      and administrative
                          
                          
                          58,919Consulting
      (a)
                          
                          
                          143,594Payroll
      (b)
                          
                          
                          404,292Professional
      fees
                          
                          
                          190,932Research
      and development
                          
                          
                          10,699Travel
                          
                          
                          175,839Total
      operating expenses
                          
                          
                          984,275OTHER
      INCOMEInterest
      income
                          
                          
                          389NET
      LOSS
                          
                          $
                          (983,886
                          )BASIC
      AND DILUTED NET LOSS PERCOMMON
      SHARE
                          
                          $
                          (0.03
                          )BASIC
      AND DILUTED WEIGHTED AVERAGECOMMON
      SHARES OUTSTANDING
                          
                          
                          29,968,489
 
  
 
 (a)
                –
      includes share-based compensation of
$108,777
 (b)
                –
      includes share-based compensation of
$404,292
 
 
 
 The accompanying notes are an integral
part of these financial statements.
 
 F-4
 Table of Contents
 
 Moggle, Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Statement
of Changes in Stockholders’ Equity
 For the
Period February 11, 2008 (Date of Inception) to December 31, 2008
   
 DeficitCommon
                      
                      
                      
                      
                      
                      AccumulatedStock
                      
                      
                      Additional
                      
                      
                      During
      theNumber
      of
                      
                      
                      
                      
                      
                      Paid-In
                      
                      
                      DevelopmentShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Stage
                      
                      
                      TotalIssuance
      of initial 19,000,000 shares on February 11, 2008
                      
                      
                      19,000,000
                      
                      
                      $
                      1,900
                      
                      
                      $
                      17,100
                      
                      
                      $
                      -
                      
                      
                      $
                      19,000Issuance
      of shares of common stock
                      
                      
                      13,788,276
                      
                      
                      
                      1,379
                      
                      
                      
                      483,681
                      
                      
                      
                      -
                      
                      
                      
                      485,060Exercise
      of options
                      
                      
                      2,250,000
                      
                      
                      
                      225
                      
                      
                      
                      89,775
                      
                      
                      
                      -
                      
                      
                      
                      90,000Exercise
      of warrants
                      
                      
                      250,000
                      
                      
                      
                      25
                      
                      
                      
                      9,975
                      
                      
                      
                      -
                      
                      
                      
                      10,000Fair
      value of employee stock option grants
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      404,292
                      
                      
                      
                      -
                      
                      
                      
                      404,292Fair
      value of non-employee stock option/warrant grants
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      108,777
                      
                      
                      
                      -
                      
                      
                      
                      108,777Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (983,886
                      )
                      
                      
                      (983,886
                      )Balance,
      December 31, 2008
                      
                      
                      35,288,276
                      
                      
                      $
                      3,529
                      
                      
                      $
                      1,113,600
                      
                      
                      $
                      (983,886
                      )
                      
                      $
                      133,243
  
 
 
 The
accompanying notes are an integral part of these financial
statements.
  F-5
 Table of Contents
 
 Moggle, Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Statement
of Cash Flows
 For the
Period February 11, 2008 (Date of Inception) to December 31, 2008
 
 
 
 CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                
                                $
                                (983,886
                                )Adjustments
      to reconcile net loss to net cashused in operating activitiesFair
      value of options issued in exchange for services
                                
                                
                                513,069Depreciation
                                
                                
                                698Net
      cash used in operating activities
                                
                                
                                (470,119
                                )CASH
      FLOWS FROM INVESTING ACTIVITIESPuchase
      of equipment
                                
                                
                                (5,582
                                )Net
      cash used  in investing activities
                                
                                
                                (5,582
                                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                                
                                
                                504,060Proceeds
      from exercise of options
                                
                                
                                90,000Proceeds
      from exercise of warrants
                                
                                
                                10,000Net
      cash provided by financing activities
                                
                                
                                604,060NET
      INCREASE IN CASH ANDCASH
      EQUIVALENTS
                                
                                
                                128,359CASH
      AND CASH EQUIVALENTS - BEGINNING OF PERIOD
                                
                                
                                -CASH
      AND CASH EQUIVALENTS - END OF PERIOD
                                
                                $
                                128,359
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
 F-6
 Table of Contents
  Moggle, Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of the
Business
 The
Company is a development stage enterprise incorporated in the state of Delaware
on February 11, 2008.  Since inception, substantially all of the
efforts of the Company have been developing technologies for multiplayer online
role playing games.  The Company is in the development stage of
raising capital, financial planning, establishing sources of supply, and
acquiring property and equipment.  The Company anticipates
establishing global markets for its technologies.  The Company has
adopted December 31, as its year end.
 
 Basis of
Presentation
 The
financial statements are presented in accordance with Statement of Financial
Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development
Stage Enterprises.”
 
 Use of
Estimates
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from these
estimates.
 
 Comprehensive
Income
 The
Company follows SFAS No. 130, “Reporting Comprehensive
Income.”  Comprehensive income is a more inclusive financial reporting
methodology that includes disclosure of certain financial information that
historically has not been recognized in the calculation of net
income.  Since the Company has no items of other comprehensive income,
comprehensive income (loss) is equal to net income (loss).
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments consist of cash.  The carrying value
of cash approximates fair value, because of its short maturity.
 
 Concentration of Credit Risk
Involving Cash
 The
Company has deposits with financial institutions which at times may exceed the
Federal Depository Insurance coverage of $250,000.
 
 Cash and Cash
Equivalents
 For
purposes of reporting cash flows, the Company considers all cash accounts, which
are not subject to withdrawal restrictions or penalties, and certificates of
deposit and commercial paper with original maturities of 90 days or less to be
cash or cash equivalents.
 
 Revenue
Recognition
 In
accordance with Securities and Exchange Commission (“SEC”) Staff Accounting
Bulletin (“SAB”) No. 104, Revenue Recognition, the
Company will recognize revenue when (i) persuasive evidence of a customer or
distributor arrangement exists or acceptance occurs, (ii) a retailer,
distributor or wholesaler receives the goods, (iii) the price is fixed or
determinable, and (iv) collectibility of the sales revenues is reasonably
assured. Subject to these criteria, the Company will generally recognize revenue
from the sale of role playing games when shipped.
  F-7
 Table of Contents
  Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Income
Taxes
 The
Company follows SFAS No. 109, “Accounting for Income Taxes,” which requires an
asset and liability approach to financial accounting and reporting for income
taxes.  Deferred income tax assets and liabilities are computed
annually for temporary differences between the financial statements and tax
bases of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable
income.  Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.  Income tax
expense is the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities.
 
 Loss Per
Share
 The
Company follows SFAS No. 128, “Earnings Per Share” resulting in the presentation
of basic and diluted earnings per share.  Because the Company reported
a net loss for the period from February 11, 2008 (inception) to December 31,
2008, common stock equivalents, including stock options and warrants were
anti-dilutive; therefore, the amounts reported for basic and dilutive loss per
share were the same.
 
 Start-up
Costs
 In
accordance with Statement of Position 98-5, Reporting on the Costs of Start-up
Activities,start-up costs are expensed as incurred.
 
 Research
and  Development Costs
 Research
and development costs are expensed when incurred.  The total amount
expensed for the period from February 11, 2008 (inception) through December 31,
2008 was $10,699.
 
 Recently Issued
Pronouncements
 During
September 2006, the Financial Accounting Standards Board (“FASB”)
issued SFAS No. 157, Fair Value Measurements
(“SFAS 157”), which is effective for fiscal years beginning after
November 15, 2007 with earlier adoption encouraged. SFAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. In
February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of
FASB Statement No. 157, which
delayed the effective date of SFAS 157 for all non-financial assets and
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis, until January 1,
2009.   The Company adopted SFAS 157 on February 11, 2008 (date
of inception) for all financial assets and liabilities, but the implementation
did not require additional disclosures or have a significant impact on the
Company's financial statements.  The Company has not yet determined
the impact the implementation of SFAS 157 will have on the Company’s
non-financial assets and liabilities which are not recognized or disclosed on a
recurring basis.  However, the Company does not anticipate that the
full adoption of SFAS 157 will significantly impact their financial
statements.
 
 During
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—including an amendment of FASB Statement
No. 115 (“SFAS 159”), which permits entities to choose to measure many financial
instruments and certain other items at fair value. The objective of SFAS 159 is
to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The Company has adopted SFAS 159 on February 11, 2008 (date of
inception) and has elected not to measure any additional financial assets,
liabilities or other items at fair value.
 
 F-8
 Table of Contents
  Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recently Issued
Pronouncements (Continued)
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations
(“SFAS 141R”). SFAS 141R establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired. SFAS 141R also
establishes disclosure requirements to enable the evaluation of the nature and
financial effects of the business combination. This statement is effective for
the Company beginning January 1, 2009 and will change the accounting for
business combinations on a prospective basis.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of Accounting Research
Bulletin No. 51 (“SFAS 160”). SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parent’s ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated. SFAS 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. This statement is
effective for the Company beginning January 1, 2009.  SFAS 160 is
not currently applicable to the Company since the Company does not have any
subsidiaries.
 
 In March
2008, the FASB issued Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities (“SFAS 161”), which is effective
January 1, 2009. SFAS 161 requires enhanced disclosures about derivative
instruments and hedging activities to allow for a better understanding of their
effects on an entity’s financial position, financial performance, and cash
flows. Among other things, SFAS 161 requires disclosures of the fair values of
derivative instruments and associated gains and losses in a tabular formant.
SFAS 161 is not currently applicable to the Company since the Company does not
have derivative instruments or hedging activity.
 
 In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchyof Generally Accepted Accounting
Principles(“FAS 162"). This Standard identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles. FAS 162
directs thehierarchy to the
entity, rather than the independent auditors, as the entity is responsible for
selecting accounting principles for financial statements that are presented in
conformity with generally accepted accounting principles. The Standard is
effective 60 days following SEC approval of the Public Company Accounting
Oversight Board amendments to remove the hierarchy of generally accepted
accounting principles from the auditing standards. FAS 162 is not expected to
have an impact on the financial statements.
 
 In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of
Intangible Assets, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible
Assets.This Staff Position is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is prohibited.  This FSP is not
currently applicable to the Company.
 
 In June
2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating Securities.
This FSP provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. The Company does not
currently have any share-based awards that would qualify as participating
securities. Therefore, application of this FSP is not expected to have an effect
on the Company's financial reporting.
 
 F-9
 Table of Contents
  Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recently Issued
Pronouncements (Continued)
 In May
2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)("FSP 14-1"). FSP 14-1 will be effective for financial statements issued
for fiscal years beginning after December 15, 2008. The FSP includes guidance
that convertible debt instruments that may be settled in cash upon conversion
should be separated between the liability and equity components, with each
component being accounted for in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest costs are recognized in
subsequent periods. FSP 14-1 is not currently applicable to the Company since
the Company does not have any convertible debt.
 
 NOTE
2 – GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has incurred
significant losses and experienced negative cash flow from operations during the
development stage.  These conditions raise substantial doubt about the
Company’s ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 The
Company is in the development stage at December 31, 2008.  Successful
completion of the Company’s development program and, ultimately the attainment
of profitable operations is dependent upon future events, including obtaining
adequate financing to fulfill its development activities and achieving a level
of sales adequate to support the Company’s cost structure.  However,
there can be no assurances that the Company will be able to secure additional
equity investment or achieve an adequate sales level.
 
 NOTE
3 – INCOME TAXES
 
 Under the
provisions of SFAS No. 109, “Accounting for Income Taxes,” an entity recognizes
deferred tax assets and liabilities for future tax consequences or events that
have been previously recognized in the Company’s financial statements or tax
returns.  The measurement of deferred tax assets and liabilities is
based on provisions of the enacted tax law.  The effects of future
changes in tax laws or rates are not anticipated.
 
 At
December 31, 2008, the Company has a net operating loss (“NOL”) that
approximates $471,000.  Consequently, the Company may have NOL carry
forwards available for federal income tax purposes, which would begin to expire
in 2028.  Deferred tax assets would arise from the recognition of
anticipated utilization of these net operating losses to offset future taxable
income.
 
 The
income tax benefit (provision) consists of the following:
  February
      11, 2008(Inception)
      toDecember
      31,2008Current
                          
                          $
                          -Deferred
                          
                          
                          407,000Change
      in valuation allowance
                          
                          
                          (407,000
                          )$
                          -
 
 
 F-10
 Table of Contents
 
 Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 
 NOTE
3 – INCOME TAXES (Continued)
 
 The
following is a reconciliation of the tax derived by applying the U.S. Federal
Statutory Rate of 35% to the earnings before income taxes and comparing that to
the recorded tax provisions.
  December
      31, 2008Amount
                        
                        
                        %U.S
      federal income tax benefit atFederal
      statutory rate
                        
                        $
                        (344,000
                        )
                        
                        
                        (35
                        )State
      tax, net of federal tax effect
                        
                        
                        (63,000
                        )
                        
                        
                        (6
                        )Change
      in valuation allowance
                        
                        
                        407,000
                        
                        
                        
                        41$
                        -
                        
                        
                        
                        -
 
 
 The
primary components of the Company’s December 31, 2008 deferred tax assets,
liabilities and the related valuation allowances are as follows:
 
 December
      31,2008Deferred
      tax asset for NOL carryforwards
                        
                        $
                        194,000Deferred
      tax asset for stock based compensation
                        
                        
                        213,000Valuation
      allowance
                        
                        
                        (407,000
                        )$
                        -
 
 
 Management
has determined that the realization of the net deferred tax asset is not assured
and has created a valuation allowance for the entire amount of such
benefits.
 
 The
Company adopted SFAS Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (“FIN 48”), which provides guidance for the recognition and
measurement of certain tax positions in an enterprise’s financial
statements.  Recognition involves a determination whether it is more
likely than not that a tax position will be sustained upon examination with the
presumption that the tax position will be examined by the appropriate taxing
authority having full knowledge of all relevant information.  The
adoption of FIN 48 did not have a material impact on the Company’s financial
position, results of operations, or cash flows.
 
 The
Company’s policy is to record interest and penalties associated with
unrecognized tax benefits as additional income taxes in the statement of
operations.  As of February 11, 2008 (inception), the Company had no
unrecognized tax benefits.  There were no changes in the Company’s
unrecognized tax benefits during the period ended December 31,
2008.  The Company did not recognize any interest or penalties during
2008 related to unrecognized tax benefits.
 
 The
Company will file U.S. income tax returns and state tax returns.  The
U.S. and state income tax returns filed for the tax year ending on December 31,
2008 will be subject to examination by the relevant taxing
authorities.
  F-11
 Table of Contents
  Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 
 NOTE
4 – COMMON STOCK
 
 In
February 2008, the Company issued 19,000,000 founders shares at $.001 per share
or $19,000.
 
 In
February 2008, the Company commenced a private placement of up to 7 million
units at a price of $.035 per unit to accredited investors.  One unit
consists of one share of the Company’s common stock and two
warrants.  Each warrant entitles the holder to purchase one additional
share of common stock at a price of $.04 per share and is exercisable for a
three year period.  From February through June 2008, 7,142,858 units
were sold, raising $250,000 in proceeds and resulting in 14,285,716 warrants
being issued.
 
 On May 8,
2008, 500,000 options were exercised, which raised proceeds
$20,000.  During the three months ended September 30, 2008, 1,750,000
options were exercised, which raised proceeds of $70,000.
 
 
 On May
27, 2008, the Company commenced a private placement of up to 6 million units at
a price of $.035 per unit to accredited investors.  One unit consists
of one share of the Company’s common stock and one warrant. Ten of these
warrants entitle the holder to purchase one additional share of common stock at
a price of $.75 per share and is exercisable for a three year
period.  During the three months ended June 30, 2008, 6,142,858 units
were sold with warrants at a price of $.75 per share, raising $215,000 in
proceeds and resulting in 614,286 warrants being issued.  During the
three months ended September 30, 2008 500,000 units were sold with warrants at a
price of $.75, raising $17,500 and resulting in 50,000 warrants being
issued
 
 On May
31, 2008, the Form D, Notice
of Sale of securities Pursuant to Regulation D, Section 4(6) and/or Uniform Limited Offering
Exemption, was amended to resolve over subscriptions in the private
placements.
 
 During
the three months ended September 30, 2008, the Company sold 2,560 shares, which
raised $2,560.  The Company filed a registration statement to register
2,560 shares of the Company, which became effective on September 3,
2008
 
 During
the three months ended September 30, 2008, 250,000 warrants were exercised,
which raised proceeds of $10,000.
 
 
 
 NOTE
5 – STOCK OPTIONS AND WARRANTS
 
 During
2008, the Board of Directors (“Board”) of the Company adopted an Equity
Incentive Plan (“Plan”).  Under the Plan, the Company is authorized to
grant options to purchase up to 25,000,000 shares of common stock to any
officer, other employee or director of, or any consultant or other independent
contractor who provides services to the Company.  The Plan is intended
to permit stock options granted to employees under the Plan to qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended (“Incentive Stock Options”).  All options granted under the
Plan, which are not intended to qualify as Incentive Stock Options are deemed to
be non-qualified options (“Non-Statutory Stock Options”).  As of
December 31, 2008, 12,250,000 options have been issued and are unexercised, and
10,500,000 options that are available to be issued under the Plan.  Of
the 12,250,000 options that have been issued and are unexercised, 4,250,000
options were granted to employees and 8,000,000 options were granted to non
employees.
 
 The Plan
is administered by the Board, which determines the persons to whom awards will
be granted, the number of awards to be granted and the specific terms of each
grant, including the vesting thereof, subject to the terms of the
Plan.
 
 In
connection with Incentive Stock Options, the exercise price of each option may
not be less than 100% of the fair market value of the common stock on the date
of the grant (or 110% of the fair market value in the case of a grantee holding
more than 10% of the outstanding stock of the Company).
  F-12
 Table of Contents
 
 Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 NOTE
5 – STOCK OPTIONS AND WARRANTS (Continued)
 
 The
Company uses the Black-Scholes option pricing model to calculate the grant-date
fair value of the options, with the following assumptions: no dividend yield,
expected volatility of 51.8%, risk free interest rate of between 2.5% and 3.7%
and expected option life of 5 years.  For the period from February 11,
2008 (Date of Inception) through December 31, 2008, the Company expensed
$404,292 relative to employee options granted.  As of December 31,
2008, there was no unrecognized compensation expense related to non-vested
market-based share awards.
  The
Company issued the Secretary of the Company 500,000 options, which were valued
at $8,825 and expensed immediately.  The Company uses the
Black-Scholes option pricing model to calculate the grant-date fair value of the
options, with the following assumptions: no dividend yield, expected volatility
of 51.8%, risk free interest rate of 2.5% and expected option life of 5
years.  The options expire five years from the date of
issuance.
  The
Company entered into an employment agreement with its President and Chief
Executive Officer,  whereby, the President and Chief Executive Officer
was issued 1,000,000 options, which were valued at $71,871 and expensed
immediately.  The Company uses the Black-Scholes option pricing model
to calculate the grant-date fair value of the options, with the following
assumptions: no dividend yield, expected volatility of 51.8%, risk free interest
rate of 3.3% and expected option life of 5 years.  The options expire
five years from the date of issuance.
  The
Company entered into an employment agreement with its Director of Corporate
Development whereby, the Director of Corporate Development was issued 2,750,000
options, which were valued at $197,645 and expensed immediately.  The
Company uses the Black-Scholes option pricing model to calculate the grant-date
fair value of the options, with the following assumptions: no dividend yield,
expected volatility of 51.8%, risk free interest rate of 3.3% and expected
option life of 5 years.  The options expire five years from the date
of issuance.
  The
Company entered into an agreement with a member of the Company’s Board of
Directors whereby, the member of the Board of Directors was issued 1,250,000
options, which were valued at $89,838 and expensed immediately.  The
Company uses the Black-Scholes option pricing model to calculate the grant-date
fair value of the options, with the following assumptions: no dividend yield,
expected volatility of 51.8%, risk free interest rate of 3.3% and expected
option life of 5 years.  The options expire five years from the date
of issuance.
  On June
23, 2008, 500,000 options were issued to a member of the Board of Directors,
which were valued at $36,113 and expensed immediately.  The Company
uses the Black-Scholes option pricing model to calculate the grant-date fair
value of the options, with the following assumptions: no dividend yield,
expected volatility of 51.8%, risk free interest rate of 3.7% and expected
option life of 5 years.  The options expire five years from the date
of issuance.
 F-13
 Table of Contents
  Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 NOTE
5 – STOCK OPTIONS AND WARRANTS (Continued)
 
 A summary
of incentive stock option transactions for employees from February 11, 2008
(date of inception) to December 31, 2008 is as follows:
  Weighted
      AverageOption
                            
                            
                            Exercise
                            
                            
                            ExerciseShares
                            
                            
                            Price
                            
                            
                            PriceOutstanding,
      February 11, 2008 (Date of Inception)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            $
                            -Granted
                            
                            
                            6,000,000
                            
                            
                            $
                            0.04
                            
                            
                            $
                            0.04Exercised
                            
                            
                            (1,750,000
                            )
                            
                            
                            0.04
                            
                            
                            
                            0.04Expired
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Outstanding,
      December 31, 2008
                            
                            
                            4,250,000
                            
                            
                            $
                            0.04
                            
                            
                            $
                            0.04Exercisable,
      December 31, 2008
                            
                            
                            4,250,000
                            
                            
                            $
                            0.04
                            
                            
                            $
                            0.04Weighted
      Average Remaining Life,Exercisable,
      December 31, 2008 (years)
                            
                            
                            4.2
 
 The
Company issued 14,950,002 warrants as part of the units included in the private
placements, which expire three years from the date of issuance.
 
 The
Company issued non-statutory stock options to non-employees.  The
Company uses the Black-Scholes option pricing model to calculate the grant-date
fair value of the options, with the following assumptions: no dividend yield,
expected volatility of 51.8%, risk free interest rate between 2.5% and 3.7%, and
expected option life of 5 years.  The options expire five years from
the date of issuance.  Options granted under the agreements are
expensed when the related service or product is provided.  For the
period from February 11, 2008 (Date of Inception) to December 31, 2008, the
Company expensed $108,777 relative to 8,500,000 non-employee options
granted.  As of December 31, 2008, there was $38,142 of unrecognized
expense related to options of non-employees which will be recognized over the
terms of the agreements through October 2009.
 
 The
following table summarizes non-employee stock option/warrant activity of the
Company since February 11, 2008 (Date of Inception):
  Weighted
      AverageOption/Warrant
                          
                          
                          Exercise
                          
                          
                          ExerciseShares
                          
                          
                          Price
                          
                          
                          PriceOutstanding,
      February 11, 2008 (Date of Inception)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Granted
                          
                          
                          23,450,002
                          
                          
                          $
                          0.04
      to $.75
                          
                          
                          $
                          0.04
      to $.75Exercised
                          
                          
                          (750,000
                          )
                          
                          
                          (0.04
                          )
                          
                          
                          (0.04
                          )Expired
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Outstanding,
      December 31, 2008
                          
                          
                          22,700,002
                          
                          
                          $
                          0.04
      to $.75
                          
                          
                          $
                          0.07Exercisable,
      December 31, 2008
                          
                          
                          22,700,002
                          
                          
                          $
                          0.04
      to $.75
                          
                          
                          $
                          0.07Weighted
      Average Remaining Life,Exercisable,
      December 31, 2008 (years)
                          
                          
                          2.9
  F-14
 Table of Contents
  Moggle,
Inc.
 (formerly
Chimera International Group, Inc.)
 (A
Development Stage Company)
 Notes to
Financial Statements
 
 
  NOTE
6 – RELATED PARTY TRANSACTIONS
  From
inception, the Company has utilized offices leased by affiliates of certain of
the Company’s board members without charge. There are no commitments for any
operating or capital leases for executive or corporate offices.
  During
the period from February 11, 2008 (inception) to December 31, 2008, a director
of the Company advanced expenses on behalf of the Company in connection with
research of the Company’s business plans and the implementation of the Company’s
business plans totaling $70,089.  All of these expenses were
reimbursed to the director prior to December 31, 2008.
  NOTE
7 – SUBSEQUENT EVENTS
 
 On
January 26, 2009 the Company issued 1,000,000 shares to a director of the
Company upon the exercise of a warrant for a total purchase price of
$40,000.
       F-15