SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q





x
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
Quarterly Period Ended September 30, 2009





Commission
File Number 333-143845





GetFugu,
Inc.


(Exact
name of registrant issuer as specified in its charter)





Nevada
              
              20-8658254(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)





8560
      West Sunset Boulevard, 7th Floor, West Hollywood, California
      90069(Address
      of principal executive offices, including zip
  code)





Registrant’s
      phone number, including area code    424
      354-4800





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 
x
    NO   ̈


Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files).


Yes  ̈ No  ̈





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


Large
Accelerated Filer  ̈
Accelerated Filer  ̈
Non-accelerated Filer  ̈ Smaller reporting
company x




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




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





Class
                
                Outstanding
      at November 23, 2009Common
      Stock, $.001 par value
                
                183,895,525










GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)





INDEX





Table of ContentsPART I.
              FINANCIAL
      INFORMATION
              3ITEM
      1.
              FINANCIAL
      STATEMENTS:
              3Condensed
      Balance Sheets — September 30, 2009 (Unaudited) and December 31,
      2008
              3Condensed
      Statements of  Operations (Unaudited) — Three and Nine Months
      ended September 30, 2009 and 2008 and Inception to September 30,
      2009
              4Condensed
      Statements of Shareholders’ Equity/(Deficiency) —  September 30,
      2009
              5Condensed
      Statements of Cash Flows (Unaudited) — Nine Months ended September 30,
      2009 and 2008 and Inception to September 30, 2009
              6Notes
      to Condensed Financial Statements (Unaudited)
              8ITEM
      2.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              16ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              21ITEM
      4T.
              CONTROLS
      AND PROCEDURES
              21PART
      II.
              OTHER
      INFORMATION
              21ITEM 1.
              LEGAL
      PROCEEDINGS
              21ITEM 1A.
              RISK
      FACTORS
              21ITEM 2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
              21ITEM 3.
              DEFAULTS
      UPON SENIOR SECURITIES
              21ITEM 4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              21ITEM 5.
              OTHER
      INFORMATION
              22ITEM 6.
              EXHIBITS
              22SIGNATURES
              23




2





PART I -
FINANCIAL INFORMATION





ITEM
1. Financial Statements





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Balance Sheets




September 30,
                      2009
                    
                    
                    December 31,
                      2008(Unaudited)ASSETSCurrent
      assets:Cash
                    
                    $
                    681,607
                    
                    
                    $
                    -Prepaid
      expenses and other current assets
                    
                    
                    70,489
                    
                    
                    
                    -Total
      current assets
                    
                    
                    752,096
                    
                    
                    
                    -Property
      and equipment
                    
                    
                    239,126
                    
                    
                    
                    -Total
      assets
                    
                    $
                    991,222
                    
                    
                    $
                    -LIABILITIES
      AND SHAREHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable
                    
                    $
                    611,081
                    
                    
                    $
                    1,625Accrued
      expenses
                    
                    
                    916,726
                    
                    
                    
                    -Advances
      from related party
                    
                    
                    865,042
                    
                    
                    
                    -Accrued
      stock compensation
                    
                    
                    2,628,333
                    
                    
                    
                    -Accrued
      stock issuance payable, net
                    
                    
                    1,300,000
                    
                    
                    
                    -Derivative
      liability
                    
                    
                    1,105,753
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    7,426,935
                    
                    
                    
                    1,625Shareholders'
      deficiencyCommon
      stock, 500,000,000 shares authorized; $0.001 par value; 162,645,000 and
      99,840,000 shares issued and outstanding as of September 30, 2009 and
      December 31, 2008, respectively
                    
                    
                    162,645
                    
                    
                    
                    99,840Additional
      paid in capital
                    
                    
                    22,061,963
                    
                    
                    
                    (53,215
                    )Shares
      subscribed
                    
                    
                    6,660,000
                    
                    
                    
                    -Deficit
      accumulated during development stage
                    
                    
                    (35,320,321
                    )
                    
                    
                    (48,250
                    )Total
      shareholders’ deficiency
                    
                    
                    (6,435,713
                    )
                    
                    
                    (1,625
                    )Total
      liabilities and shareholders’ deficiency
                    
                    $
                    991,222
                    
                    
                    $
                    -





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


3





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Operations


(Unaudited)




Inception(March 14, 2007)Three Months Ended
                    
                    
                    Nine Months Ended
                    
                    
                    throughSeptember 30,
                    
                    
                    September 30,
                    
                    
                    September 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009Revenue
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Operating
      expensesResearch
      and development
                    
                    
                    807,054
                    
                    
                    
                    -
                    
                    
                    
                    1,422,679
                    
                    
                    
                    -
                    
                    
                    
                    1,422,679General
      and administrative
                    
                    
                    21,094,462
                    
                    
                    
                    4,806
                    
                    
                    
                    33,773,185
                    
                    
                    
                    17,808
                    
                    
                    
                    33,836,435Total
      operating expenses
                    
                    
                    21,901,516
                    
                    
                    
                    4,806
                    
                    
                    
                    35,195,864
                    
                    
                    
                    17,808
                    
                    
                    
                    35,259,114Other
      income (expense)Loss
      on derivative financial instrument
                    
                    
                    (59,881
                    )
                    
                    
                    -
                    
                    
                    
                    (59,881
                    )
                    
                    
                    -
                    
                    
                    
                    (59,881
                    )Interest
      expense
                    
                    
                    (16,001
                    )
                    
                    
                    
                    
                    
                    
                    (16,326
                    )
                    
                    
                    
                    
                    
                    
                    (16,326
                    )Forgiveness
      of debt
                    
                    
                    
                    
                    
                    
                    15,000
                    
                    
                    
                    -
                    
                    
                    
                    15,000
                    
                    
                    
                    15,000Total
      other expense
                    
                    
                    (75,882
                    )
                    
                    
                    15,000
                    
                    
                    
                    (76,207
                    )
                    
                    
                    15,000
                    
                    
                    
                    (61,207
                    )Net
      Loss
                    
                    $
                    (21,977,398
                    )
                    
                    $
                    10,194
                    
                    
                    $
                    (35,272,071
                    )
                    
                    $
                    (2,808
                    )
                    
                    $
                    (35,320,321
                    )Loss
      per share:Basic
      and dilutive loss per share
                    
                    $
                    (.14
                    )
                    
                    $
                    .00
                    
                    
                    $
                    (.25
                    )
                    
                    $
                    .00Basic
      and diluted weighted average shares outstanding (1)
                    
                    
                    159,467,802
                    
                    
                    
                    99,840,000
                    
                    
                    
                    140,097,363
                    
                    
                    
                    99,840,000




(1)
            Weighted
      average shares outstanding for the three and nine months ended September
      30, 2009 includes the underlying shares exercisable with respect to
      the issuance of 1,500,000 warrants exercisable at $0.01 per
      share.  In accordance with Accounting Standards
      Codification (“ASC”) 260 "Earnings Per Share", the Company has given
      effect to the issuance of these warrants in computing basic net loss
      per share.





The
accompanying notes are an integral part of these unaudited condensed financial
statement.


4





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Shareholders' Equity / (Deficiency)


From
Inception to September 30, 2009


(Unaudited)


DeficitAccumulatedCommon
      Stock
                                        
                                        
                                        Additional
                                        
                                        
                                        
                                        
                                        
                                        during
                                        
                                        
                                        Shareholders'Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Paid
      in
                                          Capital
                                        
                                        
                                        Shares
                                          Subscribed
                                        
                                        
                                        Development
                                          Stage
                                        
                                        
                                        Equity
                                          (Deficiency)Balance
      as of March 14, 2007
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Shares
      issued for cash March 14, 2007 (at $.0001)
                                        
                                        
                                        48,000,000
                                        
                                        
                                        $
                                        48,000
                                        
                                        
                                        $
                                        (40,000
                                        )
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        8,000Shares
      issued for cash August 30, 2007 (at $.0001)
                                        
                                        
                                        51,840,000
                                        
                                        
                                        
                                        51,840
                                        
                                        
                                        
                                        (30,240
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        21,600Net
      loss for the year ended December 31, 2007
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (26,448
                                        )
                                        
                                        
                                        (26,448
                                        )Balance
      as of December 31, 2007
                                        
                                        
                                        99,840,000
                                        
                                        
                                        $
                                        99,840
                                        
                                        
                                        $
                                        (70,240
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        (26,448
                                        )
                                        
                                        $
                                        3,152Conversion
      of related party debt August 1, 2008
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        15,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        15,000Conversion
      of related party debt December 31, 2008
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,025
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,025Net
      loss for the year ended December 31, 2008
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (21,802
                                        )
                                        
                                        
                                        (21,802
                                        )Balance
      as of December 31, 2008
                                        
                                        
                                        99,840,000
                                        
                                        
                                        $
                                        99,840
                                        
                                        
                                        $
                                        (53,215
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        (48,250
                                        )
                                        
                                        $
                                        (1,625
                                        )Shares
      issued for cash March 27, 2009 (at $.50)
                                        
                                        
                                        5,000
                                        
                                        
                                        
                                        5
                                        
                                        
                                        
                                        2,495
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2,500Shares
      issued for cash March 30, 2009 (at $.50)
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        49,900
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        50,000Shares
      issued for consulting services January 6, 2009 (at $.005)
                                        
                                        
                                        2,000,000
                                        
                                        
                                        
                                        2,000
                                        
                                        
                                        
                                        8,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        10,000Shares
      issued for consulting services January 21, 2009 (at $.005)
                                        
                                        
                                        250,000
                                        
                                        
                                        
                                        250
                                        
                                        
                                        
                                        1,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,250Shares
      issued for consulting services March 4, 2009 (at $.50)
                                        
                                        
                                        14,500,000
                                        
                                        
                                        
                                        14,500
                                        
                                        
                                        
                                        7,235,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7,250,000Shares
      issued for consulting services March 18, 2009 (at $.50)
                                        
                                        
                                        1,250,000
                                        
                                        
                                        
                                        1,250
                                        
                                        
                                        
                                        623,750
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        625,000Shares
      issued for cash April 3, 2009 (at $.50)
                                        
                                        
                                        800,000
                                        
                                        
                                        
                                        800
                                        
                                        
                                        
                                        399,200
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        400,000Shares
      issued for compensation April 4, 2009 (at $.50)
                                        
                                        
                                        10,000,000
                                        
                                        
                                        
                                        10,000
                                        
                                        
                                        
                                        1,052,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,062,500Shares
      issued for patent applications April 9, 2009 (at $.50) (1)
                                        
                                        
                                        25,000,000
                                        
                                        
                                        
                                        25,000
                                        
                                        
                                        
                                        (25,000
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Shares
      issued for cash April 13, 2009 (at $.50)
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        49,900
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        50,000Shares
      issued for consulting services May 12, 2009 (at $.52)
                                        
                                        
                                        7,800,000
                                        
                                        
                                        
                                        7,800
                                        
                                        
                                        
                                        2,783,200
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,791,000Compensation
      for options granted July 17, 2009 (at $.27)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,766,293
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,766,293Compensation
      for warrants granted July 22, 2009 (at $.32)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        8,486,388
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        8,486,388Shares
      issued for consulting services August 15, 2009 (at $.70)
                                        
                                        
                                        1,000,000
                                        
                                        
                                        
                                        1,000
                                        
                                        
                                        
                                        174,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        175,000Compensation
      for warrants granted September 18, 2009 (at $.01)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,045,872
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,045,872
                                        )Compensation
      for warrants granted September 18, 2009 (at $.33)
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        337,485
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        337,485Compensation
      for warrants granted September 2009 (at $.33)
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        216,439
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        216,439Shares
      payable for cash September 2009  (at $.50), net
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,540,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,540,000Shares
      payable for consulting services November 5, 2009 (at .32)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5,120,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5,120,000Net
      loss for the nine months ended September 30, 2009
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (35,272,071
                                        )
                                        
                                        
                                        (35,272,071
                                        )Balance
      as of September 30, 2009
                                        
                                        
                                        162,645,000
                                        
                                        
                                        $
                                        162,645
                                        
                                        
                                        $
                                        22,061,963
                                        
                                        
                                        $
                                        6,660,000
                                        
                                        
                                        $
                                        (35,320,321
                                        )
                                        
                                        $
                                        (6,435,713
                                        )




(1)
            In
      consideration for the transfer of patents from MARA Group, Ltd., the
      Company recorded a deemed dividend of $12,500,000. See Note
    3.




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


5





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Statements
of Cash Flows


(Unaudited)




Nine
      Months
                        Ended
                        September
      30,
                        2009
                      
                      
                      Nine
      Months
                        Ended
                        September
      30,
                        2008
                      
                      
                      Inception
                        (March 14, 2007)
                        through
                        September
      30,
                        2009Cash
      flows from operating activities:Net
      loss
                      
                      $
                      (35,272,071
                      )
                      
                      $
                      (2,808
                      )
                      
                      $
                      (35,320,321
                      )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesStock-based
      compensation expense
                      
                      
                      27,841,355
                      
                      
                      
                      -
                      
                      
                      
                      27,841,355Accrual
      for future issuances of equity instruments for services
                      
                      
                      2,628,333
                      
                      
                      
                      -
                      
                      
                      
                      2,628,333Fair
      value adjustment of derivative liability
                      
                      
                      59,881
                      
                      
                      
                      -
                      
                      
                      
                      59,881Changes
      in operating assets and liabilities:Prepaid
      and other current assets
                      
                      
                      (70,489
                      )
                      
                      
                      -
                      
                      
                      
                      (70,489
                      )Accounts
      payable
                      
                      
                      609,456
                      
                      
                      
                      -
                      
                      
                      
                      611,081Accrued
      expenses
                      
                      
                      916,726
                      
                      
                      
                      -
                      
                      
                      
                      916,726Net
      cash used in operating activities
                      
                      
                      (3,286,809
                      )
                      
                      
                      (2,808
                      )
                      
                      
                      (3,333,434
                      )Cash
      flows from investing activities:Purchase
      of property and equipment
                      
                      
                      (239,126
                      )
                      
                      
                      -
                      
                      
                      
                      (239,126
                      )Net
      cash used in investing activities
                      
                      
                      (239,126
                      )
                      
                      
                      -
                      
                      
                      
                      (239,126
                      )Cash
      flows from financing activities:Advances
      from related party
                      
                      
                      1,299,849
                      
                      
                      
                      -
                      
                      
                      
                      1,299,849Cash
      received for accrued stock issuance payable, net
                      
                      
                      1,300,000
                      
                      
                      
                      -
                      
                      
                      
                      1,300,000Cash
      received for shares subscribed, net
                      
                      
                      1,540,000
                      
                      
                      
                      -
                      
                      
                      
                      1,540,000Cash
      received from private placements
                      
                      
                      502,500
                      
                      
                      
                      -
                      
                      
                      
                      532,100Repayment
      of advances from related party
                      
                      
                      (434,807
                      )
                      
                      
                      -
                      
                      
                      
                      (434,807
                      )Capital
      contribution from related party
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      17,025Net
      cash provided by financing activities
                      
                      
                      4,207,542
                      
                      
                      
                      -
                      
                      
                      
                      4,254,167Increase
      in cash
                      
                      
                      681,607
                      
                      
                      
                      2,808
                      
                      
                      
                      681,607Cash
      – beginning balance
                      
                      
                      -
                      
                      
                      
                      2,902
                      
                      
                      
                      -Cash
      – ending balance
                      
                      $
                      681,607
                      
                      
                      $
                      94
                      
                      
                      $
                      681,607




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


6





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Cash Flows


(Unaudited)





Nine Months
                  Ended
                  September 30,
                  2009
                
                
                Nine Months
                  Ended
                  September 30,
                  2008
                
                
                Inception
                  (March 14, 2007)
                  through
                  September 30,
                  2009Non-Cash
      Activity:Stock-based
      compensation expense
                
                $
                27,841,355
                
                
                $
                -
                
                
                $
                27,841,355Common
      stock issued to repay loans
                
                
                
                
                
                
                17,025
                
                
                
                17,025Accrual
      of future issuances of equity instruments for services
                
                
                2,628,333
                
                
                
                -
                
                
                
                2,628,333Common
      stock issued for patents
                
                
                12,500,000
                
                
                
                -
                
                
                
                12,500,000





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


7





GETFUGU,
INC.


(Formally
Known as Madero, Inc.)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(A
Development Stage Company)


(Unaudited)





NOTE
1.    ORGANIZATION AND BASIS OF PRESENTATION





GetFugu,
Inc, (“GetFugu,” or “Company”), is developing next generation mobile search
tools. The Company’s technology is designed to play on the strengths of mobile
handheld devices (mobile phones) and assist consumers in retrieving content more
expediently. Consumers will be able to download GetFugu application tools to
their mobile phone device.  The GetFugu applications will allow
consumers to retrieve content and eliminate the need to type website addresses
or search terms into the device’s internet browser.





The
Company currently has four products under development.





1.
            See It (ARL): “Vision
      recognition” This GetFugu application recognizes logos and products
      through any mobile phone camera. Consumers simply point their phone at a
      logo and retrieve content from the brand owner.2.
            Say It (VRL): “Voice
      recognition” The consumer can simply speak into the phone to retrieve
      content. In addition to brand names, the consumer can say generic keywords
      such as “best pizza” or “ATM”.3.
            Find It (GRL): “Location
      recognition” For local content, GetFugu is designed to work with the
      Global Positioning Systems (“GPS”) in mobile phones. The application will
      return content, based on the proximity to the user. A keyword of “pizza”
      will return the closest pizza parlors.  Local businesses can pay
      for voice-activated key words to position themselves at the top of the
      search list within a geographic area.4.
            Get it (Hot-Spotting):
      GetFugu provides advertisers with a way to monetize their marketing
      efforts through a mobile ecommerce tool called
      Hot-Spotting.  Hot-Spotting enables the consumer to purchase or
      retrieve information on any item featured in a video simply by touching
      products as displayed on the
screen.





The
Company was incorporated in the State of Nevada on March 14, 2007 under the name
Madero, Inc.  On August 29, 2008, the Company entered into a stock
purchase agreement (the “Stock Purchase Agreement”) with Mike Lizarraga ( sole
director, former President, Chief Executive Officer, and Chief Financial Officer
of Madero, Inc.), and Media Power, Inc. (“MPI”). Pursuant to the terms and
conditions of the Stock Purchase Agreement, MPI acquired 48,000,000 shares of
the Company’s common stock (this number, and all other share amounts presented,
is post the 12 for 1 forward stock split which was effectuated on February 11,
2009), or approximately 48.07% of the Company’s then issued and outstanding
shares of common stock from Mr. Lizarraga.





Prior to
the closing of the transactions referenced in the Stock Purchase Agreement, the
Company was a development stage company in an unrelated
industry.  Through March 14, 2007, the Company’s activities had been
limited to its formation, business planning and raising capital, and since
August 29, 2008 involved in the development of next generation mobile search
tools.





On
January 23, 2009, the Company amended its Articles of Incorporation to increase
the number of authorized common stock, par value $0.001 per share, from
75,000,000 to 500,000,000.  On February 11, 2009, there was a forward
split of common stock whereby each issued and outstanding share of common stock
was split into 12 shares of common stock.





Effective
March 25, 2009, the Company’s Articles of Incorporation were amended to change
the name to GetFugu, Inc.





Basis of
Presentation — The accompanying unaudited condensed financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America.





The
accompanying unaudited condensed financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”). The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments) which are, in the
opinion of management, necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally
present in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such rules and regulations. These financial statements should be
read in conjunction with the audited financial statements and footnotes for the
year ended December 31, 2008 included in the Company's Annual Report on Form
10-K. The results of the nine months ended September 30, 2009, are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2009.




The
Company's principal activities are expected to focus on the commercialization of
its technologies.  The accompanying condensed financial statements
have been prepared in accordance with Accounting Standards Codification (“ASC”)
915, “Development Stage Entities.”


8





NOTE
2.  GOING CONCERN, LIQUIDITY AND FINANCIAL CONDITION





The
Company incurred a net loss of $21,977,398 and $35,272,071 for the three and
nine months ended September 30, 2009, respectively. At September 30,
2009, the Company’s accumulated deficit amounted to $35,320,321. During the nine
months ended September 30, 2009, net cash used in operating activities
amounted to $3,286,809. At September 30, 2009, the Company’s working
capital deficit amounted to $6,674,839. The Company needs to raise additional
capital from external sources in order to sustain its operations while
continuing the longer term efforts contemplated under its business plan. The
Company expects to continue incurring losses for the foreseeable future and must
raise additional capital to pursue its product development initiatives, to
penetrate markets for the sale of its products and to continue as a going
concern. The Company cannot provide any assurance that it will raise additional
capital. If the Company is unable to secure additional capital, it may be
required to curtail its research and development initiatives and take additional
measures to reduce costs in order to conserve its cash in amounts sufficient to
sustain operations and meet it obligations. These measures could cause
significant delays in the Company’s efforts to commercialize its products, which
is critical to the realization of its business plan and the future operations of
the Company. These matters raise substantial doubt about the Company’s ability
to continue as a going concern. The accompanying condensed financial statements
do not include any adjustments that may be necessary should the Company be
unable to continue as a going concern.





NOTE
3.  SUMMARY OF CERTAIN SIGNIFICANT ACCOUNTING POLICIES





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





Loss Per Common
Share —The
Company computes earnings per share in accordance with ACS 260, “Earnings Per
Share” ACS 260 requires dual presentation of basic and diluted earnings per
share.  Basic loss per common share is computed by dividing net loss
by the weighted average number of common shares outstanding (including vested
restricted stock awards) during the period.  Diluted loss per common
share is computed by dividing net loss by the weighted average number of common
shares outstanding, plus the issuance of common shares, if dilutive, resulting
from the exercise of outstanding stock options and stock awards. These
potentially dilutive securities were not included in the calculation of loss per
common share for the three and nine months ended September 30, 2009 and
2008 because, due to the loss we incurred during such periods, their inclusion
would have been anti-dilutive. Accordingly, basic and diluted losses per common
share are the same for all periods presented.




The
following table summarizes the number of shares of Common Stock outstanding
attributable to potentially dilutive securities.




September 30,2009
                  
                  2008Stock
      options
                  
                  
                  27,000,000
                  
                  
                  
                  -Warrants
                  
                  
                  29,083,392
                  
                  
                  
                  -Non-vested
      restricted stock awards
                  
                  
                  3,375,000
                  
                  
                  
                  -Total
                  
                  
                  59,458,392
                  
                  
                  
                  -





In
accordance with ACS 260 the Company has given effect to the issuance of
1,500,000 warrants issued in conjunction with the Company’s September 2009
financing and exercisable at $0.01 per share in computing basic net loss per
share.





Research and
Development —Research and development expense relates to the development
of new products and processes including improvements to existing products. These
costs are expensed as incurred.





Fair Value of
Financial Instruments—The Company’s financial instruments are cash and
accounts payable.  The recorded values of cash and accounts payable
approximate their fair values based on their short-term nature.





Subsequent
Events —Management has evaluated subsequent events or transactions
occurring through November23,
2009, the date the financial statements were issued, to determine if such events
or transactions require adjustment or disclosure in the financial
statements.


9





Derivative
Financial Instruments—The Company does not use derivative instruments to hedge exposures to
cash flow, market or foreign currency risks.  The Company evaluates
all of its financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded
derivatives.  For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair
value and is then re-valued at each reporting date, with changes in the fair
value reported in the condensed consolidated statements of
operations.  For stock-based derivative financial instruments, the
Company uses the Black-Scholes option valuation model to value the derivative
instruments at inception and on subsequent valuation dates.  The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each
reporting period.  Derivative instrument liabilities are classified in
the balance sheet as current or non-current based on whether or not net-cash
settlement of the derivative instrument could be required within 12 months of
the balance sheet date.





Recently Issued
and Adopted Accounting Pronouncements—On September 30, 2009, the
Company adopted changes issued by the Financial Accounting Standards Board
(FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB
Accounting Standards Codification TM (Codification) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right, as they will only serve to update the Codification. These changes and the
Codification itself do not change GAAP. Other than the manner in which new
accounting standards are referenced, the adoption of these changes had no impact
on the Financial Statements.





Fair
Value—The Company adopted a new accounting standard included in ASC 820,
“Fair Value Measurements and Disclosures”, which delayed the effective date for
disclosing all non-financial assets and non-financial liabilities, except for
items that are recognized or disclosed at fair value on a recurring basis (at
least annually). This standard did not have a material impact on the Company’s
financial condition and results of operations. See Note 6, “Fair Value
Measurements”.





The
Company adopted a new accounting standard related to interim disclosures about
fair value of financial instruments included in ASC 825, “Financial
Instruments,” which requires disclosures about fair value of financial
instruments for interim reporting periods of publicly-traded companies, as well
as in annual financial statements. Our adoption of this standard, effective
April 1, 2009, did not impact our consolidated financial condition or
results of operations.





Business
Combinations—The Company adopted a new accounting standard included in
ASC 805, “Business Combinations,” which significantly changed the accounting for
and reporting of business combination transactions. This standard was effective
for the Company for business combination transactions for which the acquisition
date was on or after January 1, 2009. The adoption of this standard will
have an impact on the Company’s accounting for any future business
combinations.





Consolidation—The
Company adopted a new accounting standard included in ASC 810, “Consolidation,”
which establishes new accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary through the
use of disclosures that clearly identify and distinguish between the interests
of the parent and the interests of the non-controlling owners. This standard is
effective for fiscal years beginning on or after December 15, 2008 with early
adoption prohibited.   The new standard would have an impact on the
presentation and disclosure of the non-controlling interests of any non
wholly-owned businesses acquired by the Company in the future.





Derivative
Instruments and Hedging Activities—The Company adopted a new accounting
standard included in ASC 815, “Derivatives and Hedging,” requiring entities to
provide greater transparency through additional disclosures about (a) how
and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under U.S. GAAP, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, results of operations and cash flows. Additional disclosures
have been included in the Company’s condensed consolidated financial statements
in accordance with this standard.


The
Company adopted a new accounting standard included in ASC 815-40, “Contracts in
Entity’s Own Equity,” which requires that the Company apply a two-step
approach in evaluating whether an equity-linked financial instrument (or
embedded feature) is indexed to the Company’s stock, including evaluation of the
instrument’s contingent exercise and settlement provisions.  See
Note 6 for the impact of the adoption of ASC 815-40 on the Company’s
consolidated financial position and results of operations.





Intangibles
—The Company adopted a new accounting standard relating to intangibles and
business combinations included in ASC 350, “Intangibles — Goodwill and Other,”
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. This standard is intended to improve the consistency between
the useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset.





This
standard is effective prospectively for intangible assets acquired or received
after January 1, 2009.  The adoption of this standard did not impact
the Company’s consolidated financial position and results of
operations.


10





Subsequent
Events—The Company adopted a new accounting standard included in ASC 855,
“Subsequent Events,” which requires an entity to recognize in the financial
statements the effects of all subsequent events that provide additional evidence
about conditions that existed at the date of the balance sheet. For
non-recognized subsequent events that must be disclosed to keep the financial
statements from being misleading, an entity will be required to disclose the
nature of the event as well as an estimate of its financial effect, or a
statement that such an estimate cannot be made. In addition, this standard
requires an entity to disclose the date through which subsequent events have
been evaluated.





Accounting
Standards Updates—In August 2009, the FASB issued Accounting
Standards Update ("ASU") No. 2009-04, “Accounting for Redeemable Equity
Instruments — Amendment to Section 480-10-S99.”  This ASU represents
an update to Section 480-10-S99, Distinguishing Liabilities from
Equity, per Emerging Issues Task Force Topic D-98, “Classification and
Measurement of Redeemable Securities.” The adoption of ASU 2009-04 did not have
a material impact on the Company’s condensed consolidated financial
statements.





In
August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements
and Disclosures (Topic 820) — Measuring Liabilities at Fair Value.  This
ASU amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall,
to provide guidance on the fair value measurement of liabilities. The adoption
of ASU 2009-05 did not have a material impact on the Company’s condensed
consolidated financial statements.





In
September 2009, the FASB issued ASU No. 2009-07, Technical Corrections
to SEC Paragraphs. This ASU corrected SEC paragraphs in response to comment
letters. The adoption of ASU 2009-07 will not have material impact on the
Company’s condensed consolidated financial statements.


In
September 2009, the FASB issued ASU No. 2009-08, “Earnings Per Share
Amendments to Section 260-10-S99.” This Codification Update represents
technical corrections to Topic 260-10-S99, Earnings per Share, based on EITF
Topic D-53, Computation of Earnings Per Share for a Period that Includes a
Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock
and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock. The adoption of ASU 2009-08
did not have material impact on the Company’s condensed consolidated financial
statements.





NOTE
4 – STOCK-BASED COMPENSATION





Stock-Based
CompensationThe Company uses the fair value recognition provisions of
ASC 718, “Compensation – Stock Compensation,” using the modified prospective
method.  Consequently, for the nine months ended September 30, 2009
and 2008, the Company’s condensed statements of operations reflect stock-based
compensation expense for stock options granted under its long-term stock
incentive plans amounting to $1,766,292 and zero respectively.





The fair
value of stock options granted was determined on the grant date using
assumptions for risk free interest rate, the expected term, expected volatility,
and expected dividend yield.  The risk free interest rate is based on
U.S. Treasury zero-coupon yield curve over the expected term of the
option.  The expected term assumption represents the average period
the stock options are expected to remain outstanding and is based on the
expected term calculated using the approach prescribed by SAB110 for “plain
vanilla options.  Since the Company has limited historical volatility
information, it bases its expected volatility on the historical volatility of
similar entities whose share prices are publicly available.  In making
its determination as to similarity, the Company considered the industry, stage
of life cycle, size, and financial leverage of such other
entities.  The Company’s model includes a zero dividend yield
assumption, as the Company has not historically paid nor does it anticipate
paying dividends on its common stock. The periodic expense is then determined
based on the valuation of the options, and at that time an estimated forfeiture
rate is used to reduce the expense recorded.  The Company’s estimate
of pre-vesting forfeitures is primarily based on the Company’s historical
experience and is adjusted to reflect actual forfeitures as the options
vest.  The following assumptions were used to estimate the fair value
of options granted for the nine months ended September 30, 2009 and 2008 using
the Black-Scholes option-pricing model:





September 30,2009
                    
                    
                    2008Risk
      free interest rate
                    
                    
                    2.90
                    %
                    
                    
                    -Expected
      term (years)
                    
                    
                    6.19
                    
                    
                    
                    -Expected
      volatility (based on peer companies)
                    
                    
                    171
                    %
                    
                    
                    -Expected
      dividend yield
                    
                    
                    -
                    
                    
                    
                    -





A summary
of the option activity for the nine months ended September 30, 2009 is as
follows:





Number
                    of Shares
                  
                  
                  Weighted
                    Average
                    Exercise Price
                  
                  
                  Weighted Average
                    Remaining
                    Contractual TermOptions
      outstanding at January 1, 2009
                  
                  
                  -
                  
                  
                  
                  -Granted
                  
                  
                  27,000,000
                  
                  
                  
                  .19
                  
                  
                  
                  6Cancelled
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Options
      outstanding at September 30, 2009
                  
                  
                  27,000,000
                  
                  
                  
                  .19
                  
                  
                  
                  6Options
      exercisable at September 30, 2009
                  
                  
                  6,125,000
                  
                  
                  
                  .20
                  
                  
                  
                  6




11





The
weighted-average grant-date fair value of options granted during the nine months
ended September 30, 2009 and 2008 was $5,130,000 and $0
respectively.  There have been no options exercised during the nine
months ended September 30, 2009.  The remaining unvested options of
20,875,000 vest over an average contractual term of 6.19 years.





Non-Employee
Stock-Based Compensation The Company accounts for equity instruments
issued to non-employees in accordance with the provisions of ASC 718, which
requires that such equity instruments are recorded at their fair value on the
measurement date.  The measurement of stock-based compensation is
subject to periodic adjustment as the underlying equity instrument
vests.  Non-employee stock-based compensation charges are amortized
generally over the vesting period.





NOTE
5 – EQUITY TRANSACTIONS





Private Placements—During the
nine months ended September 30, 2009, the Company sold 1,005,000 shares of
Common Stock in private placements resulting in net proceeds totaling
$502,500.





On July
22, 2009 the Company entered in to an exclusive investment banking agreement
(the “Banking Agreement”) which included the issuance of 2,000,000 shares of
common stock and 28,000,000 warrants.  The Banking Agreement also
provides for a cash fee as well as the issuance of warrants based on amounts
actually raised for the Company.  At September 30, 2009 the shares of
common stock valued at $640,000 were recorded as well as $8,486,388 as
additional paid in capital associated with the warrant to purchase 28,000,000
shares of common stock.  On November 13, 2009, the Banking Agreement
was modified to be non-exclusive.  As part of the amendment, the
original warrant to purchase 28,000,000 shares of the Company’s common stock was
reduced to purchase 8,000,000 shares of the Company’s common stock.





On
September 18, 2009, the Company entered into an unregistered securities purchase
agreement pursuant to which the Company agreed to sell up to an aggregate of
10,000,000 shares of common stock and issue a warrant to purchase up to
5,000,000 shares of common stock for an aggregate purchase price of
$5,000,000. The initial closing under this securities purchase agreement was
held concurrently with closing, pursuant to which the Company agreed to issue
3,000,000 shares of common stock together with a warrant to purchase 1,500,000
shares of common stock for the aggregate purchase price of $1,300,000 which is
net of $200,000 of closing related costs.  At September 18, 2009 the
amount of $1,300,000 was received and as of September 30, 2009 the net amount is
included in the balance sheet as accrued stock issuance
payable.   On September 18, 2009, the warrant was also recorded
at a fair value of $1,045,872 as a derivative liability (see Note
6).   There are no assurances that the remainder of the proceeds
called for under this securities purchase agreement will be
received.  Under the Banking Agreement described above, the Company’s
investment banker earned compensation for this transaction in the form of a
warrant to purchase 500,000 shares of common stock at $.33 per share, valued
using Black-Scholes at $337,485.  The warrant was accrued as stock
compensation and additional paid in capital as of September 30,
2009.





During
September 2009, the Company negotiated a securities purchase agreement whereby
the investors agreed to invest $4 million and $1 million, respectively, and the
Company received $1,750,000 in anticipation of closing.   The
agreement was never executed.  On November 6, 2009, the Company
entered into a subscription agreement with the investor for the purchase of
5,250,525 shares of the Company's Common Stock in exchange for $1,750,000
which was previously paid to the Company. As of September 30, 2009, the Company
recorded the transaction as shares payable in the equity section of the
financial statements.   Under the Banking Agreement described
above, the Company’s investment banker earned compensation for this transaction
in the form of a warrant to purchase 583,392 shares of common stock at $.33 per
share, valued using Black-Scholes at $216,439. The warrants were accrued as
stock compensation and additional paid in capital as of September 30,
2009.





On
November 3, 2009, the Company settled a claim with a consultant and issued
16,000,000 shares of the Company’s common stock.  This claim was
disputed but accrued for as of September 30, 2009.  The accompanying
financial statements include $5,120,000 in shares payable and general and
administrative expense, which reflects the entire obligation associated with
this claim.





Issuance of Shares for
Services—During the nine months ended September 30, 2009, the Company
issued 36,800,000 shares of common stock for various services that
vest ratably over the period of the service.  Compensation expense is
recorded as the instruments vest and the Company recorded an expense of
$11,914,750 associated with these issuances of common stock based on the
fair market value determined at the time of the individual
issuances.    The unvested compensation expense that will be
recorded in future periods is $5,727,500.





NOTE
6 - DERIVATIVE LIABILITY





Under ASC
815-40, "Contracts in Entity's Own Equity", instruments which do not have fixed
settlement provisions are deemed to be derivative
instruments.   The warrants issued with the Company’ September
18, 2009 common stock financing, do not have fixed settlement provisions because
their exercise price may be lowered if the Company issues securities at lower
prices in the future.  The Company was required to include the reset
provisions in order to protect the warrant holders from the potential dilution
associated with future financings.  In accordance with ASC 815-40, the
warrants were recognized as a derivative instrument. ASC 815-40 requires that
the fair value of these liabilities be re-measured at the end of every reporting
period with the change in value reported in the statement of
operations.


12





The
derivative liability was valued using the Black-Scholes option valuation model
and the following assumptions on the following dates:





September 30,
                      2009
                    
                    
                    September
      18,
                      2009Risk-free
      interest rate
                    
                    
                    2.49
                    %
                    
                    
                    2.49
                    %Expected
      volatility
                    
                    
                    171
                    %
                    
                    
                    171
                    %Expected
      life (in years)
                    
                    
                    4.9
                    
                    
                    
                    5Expected
      dividend yield
                    
                    
                    -
                    
                    
                    
                    -Number
      of warrants
                    
                    
                    1,500,000
                    
                    
                    
                    1,500,000Fair
      value
                    
                    $
                    1,105,753
                    
                    
                    $
                    1,045,872





The
risk-free interest rate was based on rates established by the Federal
Reserve.  The Company’s expected volatility was based on the
historical volatility of similar entities whose share prices are publicly
available.  The expected life of the warrants was determined by the
expiration date of the warrants.  The expected dividend yield was
based upon the fact that the Company has not historically paid dividends, and
does not expect to pay dividends in the future.





The fair value of this warrant
liability was $1,105,753 at September 30, 2009. The $59,881 change in fair value
is reported in Company’s condensed statement of operations as a loss on
derivative financial instruments. The fair value of this liability will be
re-measured at the end of every reporting period and the change in fair value
will be reported in the condensed statement of operations as a gain or loss on
derivative financial instrument.





Fair
Value Measurement





ASC 820,
"Fair Value and Disclosures," establishes a valuation hierarchy for disclosure
of the inputs to valuation used to measure fair value. This hierarchy
prioritizes the inputs into three broad levels as follows.  Level
1inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities.  Level 2 inputs are quoted prices for similar assets and
liabilities in active markets or inputs that are observable for the asset or
liability, either directly or indirectly through market corroboration, for
substantially the full term of the financial instrument.  Level 3
inputs are unobservable inputs based on the Company’s own assumptions used to
measure assets and liabilities at fair value.  A financial asset or
liability’s classification within the hierarchy is determined based on the
lowest level input that is significant to the fair value
measurement.





The
following table provides the assets and liabilities carried at fair value
measured on a recurring basis as of September 30, 2009:




Fair Value Measurements at September 30, 2009Total carrying
                      value at
                      September 30,
                      2009
                    
                    
                    Quoted prices
                      in active
                      markets
                      (Level 1)
                    
                    
                    Significant
                      other observable
                      inputs
                      (Level 2)
                    
                    
                    Significant
                      unobservable
                      inputs (Level 3)Derivative
      liabilities
                    
                    $
                    1,105,753
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    1,105,753




The
carrying amounts of cash, accounts payable, and accrued liabilities approximate
their fair value due to their short maturities.  The derivative
liabilities are measured at fair value using quoted market prices and estimated
volatility factors, and are classified within Level 3 of the valuation
hierarchy. There were no changes in the valuation techniques during the nine
months ended September 30, 2009.


13





NOTE
7 – RELATED PARTY TRANSACTIONS





Effective
April 9, 2009, the Company entered into an Agreement for the assignment of
Patent Rights (the “Assignment Agreement”) with MARA Group Ltd
(“MARA”).  Pursuant to the Assignment Agreement the Company acquired
eight patent applications (the “Patent Applications”) from MARA in exchange for
25 million shares of common stock of the Company.  Prior to the
closing of this transaction MARA was deemed to be an “affiliate”, as Carl Freer
(“Freer”), co-founder of the Company and the then sole owner of MARA owned,
directly and indirectly, approximately 21% of the Company’s outstanding common
stock.  Subsequent to this transaction, Freer beneficially owned
approximately 37.5% of the Company’s outstanding common stock. Since MARA is
under common control with the Company (due to the common ownership by Freer),
the Company recorded the acquisition of the eight patent applications at MARA’s
carrying value of $0, and the difference between the fair market value of the
common stock issued to MARA and the carrying value of the patent applications
received was recorded as deemed dividend to MARA.  Through his role as
co-founder and one of the single largest Company shareholders, Freer is
considered to have management control in accordance with ASC 850, “Related Party
Disclosures.”





On July
17 2009,the Company agreed to
issue Freer 10,000,000 shares of Series A preferred stock with each such share
having twenty votes on all matters brought to a shareholder vote.  The
issuance of Series A preferred stock is subject to Board approval and the
authorization of a sufficient number of shares of Series A
preferred.





On August
19, 2009 the Company and Freer executed a twelve month agreement which limits
Freer’s rights to vote shares of the Company’s Common Stock that he owns during
this twelve month period to a level of 17% of the total votes cast on any matter
brought to Company shareholders for a vote.  On October 16, 2009,
Freer created a limited liability company controlled by three individuals
including Freer’s daughter.  All shares of Company Common Stock owned
by Freer were transferred to this limited liability
company.  Concurrent with the creation of this limited liability
company, the August 19, 2009 agreement which limited Freer's right to vote
shares was terminated.





On
November 2, 2009, Freer was appointed President and a member of the
Board.





On August
29, 2008, a $15,000 loan from the Company’s then sole director was forgiven
without interest or penalty. This forgiven loan was charged to additional
paid-in capital.





During
2008, Freer paid $2,025 of the Company’s expenses. On December 31, 2008, this
amount was forgiven and charged to additional paid-in capital.





On
August 24, 2009, the Company entered into revolving promissory note (“Promissory
Note”) with a lender whose owners include an employee of the
Company.  Under the terms of the Promissory Note the maximum available
advance shall not exceed $5 million, interest with an annual rate of 10% payable
on demand.  As of September 30, 2009, the Company had received
advances under the Promissory Note totaling $1,299,849 and repaid
$434,807.  Subsequent to September 30, 2009, the Company received an
additional $42,180 and repaid an additional $200,000.   As of
November 19, 2009, the amount due under this facility totaled
$716,912.





NOTE
8 – LEGAL PROCEEDINGS




From time
to time, the Company is involved in routine litigation incidental to the normal
course of business.  While it is not feasible to predict or determine
the final outcome of any known claims, the Company believes the resolution of
any of these types of matters will not have a material adverse effect on the
Company’s financial position, results of operations or liquidity.





NOTE
9 – SUBSEQUENT EVENTS





On
October 21, 2009, the Company executed a mutual general release agreement to
cancel a consulting agreement dated February 17, 2009.  As part of
this release, the Company will be returned 4,500,000 of the 6,000,000 common
shares originally issued as stock compensation on March 4,
2009.


14





On
November 5, 2009, the Company settled a claim with a consultant and in exchange
agreed to issue 4,000,000 shares of common stock, which as of the filing date
have not been issued.  This claim was disputed but accrued for as of
September 30, 2009.  The accompanying financial statements include
$1,480,000 in accrued stock compensation and general and administrative expense
which reflects the entire obligation associated with this claim.




On
November 13, 2009 the Company created a new wholly-owned subsidiary, GetFugu
Research, Inc. and entered in to a merger agreement with IKDATA DE, Inc.
(“IKDATA”) and its sole stockholder, Ivan Kozhuharov, our Chief Software
Architect, pursuant to which the Company acquired IKDATA and its intellectual
property in exchange for an agreement to issue Mr. Kozhuharov five million
shares of the Company's common stock immediately and an additional five million
shares in March 2010.  Mr. Kozhuharov also entered in to an employee
agreement and a six month non-competition agreement.





A meeting
of the Board of Directors (the “Board”) of the Company was held on October 19,
2009.  At this meeting, the Board approved (i) the reincorporation of
the Company from Nevada to Delaware, (ii) increasing the number of authorized
shares of Common Stock from 500,000,000 to 750,000,000, (iii) issuing up to
200,000,000 shares of “blank check” preferred stock, and (iv) the creation of
the 2009 Incentive Compensation Plan with a maximum of 250,000,000 shares of
Common Stock to be issued with no more than 100,000,000 shares permitted to be
issued in any fiscal year.  All of the above noted items require
shareholder approval.  Accordingly, at this meeting, the Board
approved the filing with the SEC of a written consent statement.




A meeting
of the Board of the Company was held on November 2, 2009.  At this
meeting, the Board approved (i) the appointment of five new directors (ii) board
compensation of $15,000 per month for the chairman and $10,000 a month for board
members, and (iii) granted 2,000,000 options to each of the new directors at the
fair value on the grant date of $.37 per share and of which 333,333 options vest
in six months and the remainder vests over a period of 3 years.  The
fair value of the 10,000,000 options using Black-Scholes of $3,574,280 will be
amortized over the 3 years.




A meeting
of the Board of the Company was held on November 13, 2009.  At this
meeting, the Board approved 5,400,000 options to its chief operating officer at
$.40 per share of which 2,000,000 options vest on January 10, 2010 and the
remainder vests over a period of 20 months. The fair value of the 5,400,000
options using Black-Scholes of $1,898,685 will be amortized over the 22 month
term of the contract.


15




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





The
information contained in this Form 10-Q is intended to update the information
contained in our Annual Report on Form 10-K for the year ended December 31, 2008
(filed under our former name Madero, Inc.) and presumes that readers have access
to, and will have read, the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and other information contained in such
Form 10-K.  The following discussion and analysis also should be read
together with our condensed consolidated financial statements and the notes to
the condensed consolidated financial statements included elsewhere in this Form
10-Q.





The
following discussion contains certain statements that may be deemed
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995.  Such statements appear in a number of
places in this Form 10-Q, including, without limitation, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” 
These forward-looking statements can be identified by the use of words such as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
words. These statements are not guarantees of future performance and involve
risks, uncertainties and requirements that are difficult to predict or are
beyond our control.  Forward-looking statements speak only as of the
date of this quarterly report. You should not put undue reliance on any
forward-looking statements.  Forward-looking statements reflect
management’s current expectations and are inherently uncertain.  We
strongly encourage investors to carefully read the factors described in our
Annual Report on Form 10-K for the year ended December 31, 2008 in the section
entitled “Risk Factors” for a description of certain risks that could, among
other things, cause actual results to differ from these forward-looking
statements. We assume no responsibility to update the forward-looking statements
contained in this quarterly report on Form 10-Q. The following should also be
read in conjunction with the unaudited Financial Statements and notes thereto
that appear elsewhere in this report.





Overview





We are
developing next generation mobile search tools. Our technology is designed to
play on the strengths of mobile handheld devices (mobile phones) and assist
consumers in retrieving content more expediently. Consumers can download GetFugu
application tools to their mobile phone device.  The GetFugu
applications allow consumers to retrieve content and eliminate the need to type
website addresses or search terms into the device’s internet
browser.





We
currently have four products under development.





1.
            See It (ARL): “Vision
      recognition” This GetFugu application recognizes logos and products
      through any   mobile phone camera. Consumers simply point
      their phone at a logo and retrieve content from the brand
      owner.2.
            Say It (VRL): “Voice
      recognition” The consumer can simply speak into the phone to retrieve
      content. In addition to brand names, the consumer can say generic keywords
      such as “best pizza” or “ATM”.3.
            Find It (GRL): “Location
      recognition” For local content, GetFugu is designed to work with the GPS
      systems in modern mobile phones. The application will return content,
      based on the proximity to the user. A keyword of “pizza” will return the
      five closest pizza parlors.  Local businesses can pay for
      voice-activated key words to position themselves at the top of the search
      list within a geographic area.4.
            Get it (Hot-Spotting):
      GetFugu provides advertisers with a way to monetize their marketing
      efforts through a mobile ecommerce tool called Hot-Spotting, which enables
      the consumer to purchase or retrieve information on any item featured in a
      video simply by touching it on the screen. This function is currently
      limited to touch-screen phones and selected Blackberry
    models.





We were
incorporated in the State of Nevada on March 14, 2007 under the name Madero,
Inc.  On August 29, 2008, we entered into a stock purchase agreement
(the “Stock Purchase Agreement”) with Mike Lizarraga ( sole director, former
President, Chief Executive Officer, and Chief Financial Officer), and Media
Power, Inc. (“MPI”). Pursuant to the terms and conditions of the Stock Purchase
Agreement, MPI acquired 48,000,000 shares of the our common stock (this number,
and all other share amounts presented, is post 12 for 1 forward split which was
effectuated on February 11, 2009), or approximately 48.07% of our then issued
and outstanding shares of common stock from Mr. Lizarraga.





Prior to
the closing of the transactions referenced in the Stock Purchase Agreement, we
were a development stage company in an unrelated industry.  Through
March 14, 2007, our activities had been limited to its formation, business
planning and raising capital.  Since August 29, 2008, we have been
developing next generation mobile search tools.


16





On
January 23, 2009, we amended our Articles of Incorporation to increase the
number of authorized common stock, par value $0.001 per share, from 75,000,000
to 500,000,000.  On February 11, 2009, there was a forward split of
common stock whereby every one issued and outstanding share of common stock was
automatically split into 12 shares of common stock.





Effective
March 25, 2009, the Company’s Articles of Incorporation were amended to change
the name to GetFugu, Inc.





Effective
April 9, 2009, we entered into an Agreement for the Assignment of Patent Rights
(the “Assignment Agreement”) with MARA Group Ltd (“MARA”).  Pursuant
to the Assignment Agreement we acquired eight patent applications (the “Patent
Applications”) from MARA in exchange for 25 million shares of common stock of
the Company.  Prior to the closing of this transaction MARA was deemed
to be an “affiliate”, as Carl Freer (“Freer”), co-founder of the Company and
sole owner of MARA owned, approximately 21% percent of the Company’s outstanding
common stock.  Subsequent to this transaction, Freer beneficially
owned approximately 37.5% of the Company’s outstanding common
stock.  As of September 30, 2009, Freer beneficially owned
approximately 5% of the Company’s outstanding commons stock.




Critical Accounting Policies
and Estimates





The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America ("GAAP") requires management
to make estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of expenses during the
reporting period. On an ongoing basis, we evaluate our estimates, which are
based on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. The result of these
evaluations forms the basis for making judgments about the carrying values of
assets and liabilities and the reported amount of expenses that are not readily
apparent from other sources. Actual results may differ from these estimates
under different assumptions. Our significant accounting policies are described
in the notes to our annual financial statements included in Form 10-K for the
year ended December 31, 2008.





Results of Operations for
the Three Months Ended September 30, 2009 compared to the Three Months Ended
September 30, 2008





There are
no revenues for the three months ended September 30, 2009 and 2008.





Research
and development expenses were $807,054 for the three months ended September 30,
2009 and $0 in 2008.  The increase in expense is directly related to
the development of software and cost to support our products under
development.  During 2009, research and development consisted of
$483,916 in employee compensation, $50,319 for porting and information
technology support costs, and $272,819 for third party consultants.





General
and administrative (“G&A”) expenses were $21,094,462 for the three months
ended September 30, 2009 and $4,806 in 2008.  The increase in expense
is directly related to the establishment of corporate offices, hiring of
employees and consultants, expenses associated with the raising of capital, and
marketing expense in anticipation of our product launch.   In
2009, G&A consisted of $2,182,057 in employee compensation, $17,390,513 in
professional services and consulting, $268,000 in board fees, $783,620 in sales
and marketing expenses, $307,070 in travel and entertainment, and $163,202 in
overhead and corporate cost.  In 2008, G&A consisted solely of
professional fees associated with compliance costs.





During
the three months ended September 30, 2009, G&A expenses consisted primarily
of stock-based compensation, which amounted to $18,734,175, for the issuance of
shares, options and warrants to employees, board members and various
consultants.   This consisted of $1,502,612 in stock-based
compensation to employees, $281,250 in stock-based compensation to the CEO, and
$195,000 in stock-based compensation to the chairman of the
board.  Stock-based compensation associated with consulting and
professional services amounted to $16,755,313, of which the Company recorded
$9,040,313 and $640,000 in warrants and common stock, respectively, to its
investment banker, $5,120,000 in stock for a contract settlement, $1,480,000 in
stock for finders’ fees and commissions, $175,000 in stock for consultants
assisting in investor relations, $175,000 in stock for financial consultations
and $125,000 in stock for consulting services relating to mobile
content.  There was no stock-based compensation in the 2008 comparable
period.





Other
income and expenses were $75,882 for the three months ended September 30, 2009
and $15,000 in income in 2008.  During the three months ended
September 30, 2009, other expenses consisted of interest expense of $16,001, a
marked to market adjustment of $59,881 related to the loss in fair
value of the derivative financial instrument (see Financial Statement Note
6).  No adjustment to the derivative financial instrument was required
in 2008 in accordance with ASC 815-40.  In 2008, other income
consisted solely of a gain on forgiveness of debt from a
shareholder.


17





Results
of Operations for the Nine Months Ended September 30, 2009 compared to the Nine
Months Ended September 30, 2008





There are
no revenues for the nine months ended September 30, 2009 and 2008.





Research and development expenses were
$1,422,679 for the nine months ended September 30, 2009, and $0 in
2008.  The increase in expense is directly related to the development
of software and cost to support our products platform.  During 2009,
research and development consisted of $641,637 in employee compensation,
$263,680 in stock option employee compensation, $220,022 for porting and
information technology support costs, and $297,340 for third party
consultants.





General
and administrative (“G&A”) expenses were $33,773,185 for the nine months
ended September 30, 2009 and $17,808 in 2008.   The increase in
expense is directly related to the establishment of corporate offices, hiring of
employees and consultants, expenses associated with the raising of capital, and
marketing expense in anticipation of our product launch.  G&A
expenses included $3,081,210 in employee compensation, $27,144,624 in
professional services and consulting, $2,003,000 in board fees, $828,442 in
sales and marketing, $436,482 in travel and entertainment and $279,427 in
overhead and corporate cost.  In 2008, SG&A consisted solely of
professional fees associated with compliance costs.





During
the nine months ended September 30, 2009, G&A expenses consisted primarily
of stock-based compensation, which amounted to $30,206,008, for the issuance of
shares, options and warrants to employees, board members and various
consultants.   This consisted of $1,502,612 in stock-based
compensation to employees, $1,062,500 in stock-based compensation to the CEO,
and $1,885,000 in stock-based compensation to the chairman of the
board.  Stock-based compensation associated with consulting and
professional services amounted to $25,755,896, of which the Company recorded
$9,040,313 and $3,640,000 in warrants and common stock, respectively, to its
investment bankers, $5,120,000 in stock for a contract settlement, $1,636,000 in
stock for finders’ fees and commissions, $2,050,000 in stock for consultants
assisting in investor relations, $936,250 in stock for financial consultations
and $3,333,333 in stock for consulting services relating to mobile
content.  There was no stock-based compensation in the 2008 comparable
period.





Other income and expenses were $76,207
for the nine months ended September 30, 2009 and $15,000 in income in
2008.  During the nine months ended September 30, 2009, other expenses
consisted of interest expense of $16,326, a marked to market
adjustment of $59,881 related to the loss in fair value of the derivative
financial instrument (see Financial Statement Note 6).  No adjustment
to the derivative financial instrument was required in 2008 in accordance with
ASC 815-40.  In 2008, other income consisted solely of a gain on
forgiveness of debt from a shareholder.


18


Liquidity
and Capital Resources





Net cash used in operating
activities totaled $3,286,809 and $2,808 for the nine months ended September 30,
2009 and 2008, respectively.  The net loss for the nine months ended
September 30, 2009 and 2008 totaled $35,272,071 and $2,808,
respectively.  Adjustments during the nine months ended September 30,
2009, which reconcile net loss to net cash used in operating activities,
included stock based compensation related to stock based compensation expense of
$27,841,355 and an accrual for future issuances of equity instruments for
services of $2,628,333.





Net cash used in investing activities
for the nine months ended September 30, 2009 and 2008 totaled $239,126 and $0,
respectively all of which was associated with the purchase of property and
equipment.





Net cash
provided by financing activities totaled $4,207,542 and $0 for the nine months
ended September 30, 2009 and 2008, respectively. During the nine months ended
September 30, 2009, we raised cash proceeds totaling $1,300,000 (net of $200,000
of legal and other costs) through a private placement.  The proceeds
were recorded as accrued stock issuance payable, as the shares have not been
issued as of the filing date.  We also raised $1,540,000 (net of
$210,000 of costs) through another private placement in which the proceeds were
recorded as shares subscribed as of September 30, 2009.  The shares
were issued on November 5, 2009.  During the nine months ended
September 30, 2009, we sold an aggregate of 1,005,000 shares of common stock and
received gross proceeds of $502,500.  During the nine months ended
September 30, 2009, we also received $1,299,849 as proceeds from a related party
and repaid $434,807.





We
incurred losses from operations of $35,272,071 for the nine months ending
September 30, 2009 and had an accumulated deficit of $35,320,321 as of September
30, 2009.   We had cash totaling $681,607 as of September 30,
2009.  As a result of our liquidity position, we have delayed payment
of accounts payable and accrued expenses.  Unless we obtain additional
capital, loans or sell or license assets, we may be required to seek to
reorganize our business or discontinue operations and liquidate our
assets.  There can be no assurance that we will be able to secure
sufficient financing on terms acceptable to us. If additional funds are raised
through the issuance of equity securities, the percentage ownership of our
current stockholders is likely to or will be reduced.





Doubt About Our Ability To Continue
As Going Concern





The
accompanying financial statements have been prepared on the basis that we will
continue as a going concern. We have financed our operations since inception
primarily through the sale of shares of our stock and convertible notes. We have
incurred significant operating losses and negative cash flows from operating
activities since our inception. As of September 30, 2009 and the date of filing
this report, these conditions raised substantial doubt as to our ability to
continue as a going concern.





We will
need to immediately raise additional capital in order to avoid curtailing or
substantially reducing operations.


As of the
filing of this report, we have extremely limited cash availability of less than
$50,000.  We incur expenses in the range of approximately $500,000 to
$600,000 per month. We expect to incur operating losses and negative cash flows
until after we generate significant revenue from the successful consumer launch
of our application. Our ability to execute on our business plan is dependent
upon our ability to fund operations, develop and market our products, and,
ultimately, to generate revenue.





There can
be no assurance that we will be successful in our efforts to generate, increase,
or maintain revenue, or to raise necessary short and long-term additional
capital on terms acceptable to us, or at all, or that we will be able to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability of the carrying amount of the
recorded assets or the amount of liabilities that might result from the outcome
of this uncertainty.





Recent
Accounting Pronouncements





For a
discussion of the impact of recent accounting pronouncements, see Note 3 of the
accompanying condensed financial statements.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.


19





Safe
Harbor





The
discussions of the results of operations and financial condition of the Company
should be read in conjunction with the financial statements and notes pertaining
to them that appear elsewhere in this Form 10-Q. Statements made in this Form
10-Q that are not historical or current facts are "forward- looking statements"
made pursuant to the safe harbor provisions of Section 27A of the Securities Act
of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934.
These statements often can be identified by the use of terms such as "may,"
"will," "expect," "believe," "anticipate," "estimate," "approximate" or
"continue," or the negative thereof. The Company intends that such
forward-looking statements be subject to the safe harbors for such statements.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond the control of the Company that could
cause actual results and events to differ materially from historical results of
operations and events and those presently anticipated or projected. These
factors include adverse economic conditions, risks of foreign operation, entry
of new and stronger competitors, inadequate capital and unexpected costs. The
Company disclaims any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statement
or to reflect the occurrence of anticipated or unanticipated
events.


20





ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM
4T.   CONTROLS AND PROCEDURES





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms and that such information is accumulated and
communicated to our management, including our Principal Executive Officer and
Principal Financial Officer, as appropriate, to allow for timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes 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 is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Limitations are inherent in all control systems, so no
evaluation of controls can provide absolute assurance that all control issues
and any fraud within the company have been detected.





As
required by Securities and Exchange Commission Rule 13a-15(b), we carried out an
evaluation, under the supervision and with the participation of the Company’s
management, including our Principal Executive Officer and Principal Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures and whether there has been any change in our controls
and procedures as of the end of the quarter covered by this
Report.  Based on this evaluation, our Principal Executive Officer and
Principal Financial Officer concluded that the Company’s disclosure controls and
procedures were not effective as of that date.





Due to
the small size of the operations, we have limited personnel and therefore
segregation of duties is limited.  As our operations expand,
additional personnel will be employed and respective controls and procedures
will be enhanced.





There was
no change in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Rule 13a-15 or
15d-15 under the Securities Exchange Act of 1934 that occurred during our most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. This Form 10-Q
does not include an attestation report of the Company’s registered public
accounting firm regarding internal control over financial reporting. 
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities Exchange
Commission that permit the Company to provide only management’s report in this
Form 10-Q.





PART
II – OTHER INFORMATION





21





Item
5. Other Information





Donald A.
Kurz was appointed to our board of directors on November 2, 2009.  Mr.
Kurz, age 54, has over 25 years experience in strategy, finance, marketing and
public company leadership. Mr. Kurz serves as CEO of Artemis Capital Partners,
LLC, an innovative hedge fund he co-founded in 2006. He founded management
consulting firm Insight Creative Solutions Inc. in 2005. From 1990 to April
2005, Mr. Kurz was employed by EMAK Worldwide, Inc. (formerly Equity Marketing),
a NASDAQ company providing Fortune 1000 clients with integrated marketing
solutions, where he served as Chairman, President and CEO for his last six
years. Mr. Kurz spent a decade as a management consultant with Coopers and
Lybrand (now PriceWaterhouseCoopers), Cresap McCormick and Paget/Towers Perrin,
where he was elected a Senior Partner and managed the New York office. He sits
on the Finance Committee of the Board of Trustees of The Johns Hopkins
University, and has served as adjunct professor or guest lecturer at Johns
Hopkins, Columbia University, Andersen School of Management at UCLA and the
Young Presidents Organization. Mr. Kurz received a Bachelor of Arts from the
Johns Hopkins University and a Master of Business Administration from Columbia
University Graduate School of Business.





Item
6. Exhibits and Reports on Form 8-K





Exhibits





(a)
Exhibit 31. Certifications required by Rule 13a-14(a) or Rule 15d-
14(a)





31.1 and
32.2 Certification of Chief Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.





(b)
Exhibit 32. Certifications required by Rule 13a-14(b) or Rule 15d- 14(b) and
section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350





32.1 and
32.2 Certification of Chief Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.




(c)
Other Exhibits




None


22





SIGNATURES





In
accordance with the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





/s/
      BERNARD STOLARPrincipal Executive Officer and Principal Financial OfficerDate:
      November 23, 2009




23





EXHIBIT
INDEX





Exhibit
            
            Description31
            
            Certification
      of Chief Executive Officer, and Principal Financial Officer pursuant to
      Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of
      the Sarbanes-Oxley Act of 2002.32
            
            Certification
      of the Company’s Principal Executive Officer, and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.




24