SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q/A


Amendment
No.1


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


THE
SECURITIES EXCHANGE ACT OF 1934





For
Quarterly Period Ended March 31, 2009





or





 ̈
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
the transition period from
         
to





Commission
File Number 333-143845





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.)





600 Townsend Street, Suite
129E, San Francisco, CA 94103


(Address
of principal executive offices, including zip code)





Registrant’s
phone number, including area code    415-848-8800





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  o


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 o No o





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


Large
Accelerated Filer o
Accelerated Filer o
Non-accelerated Filer o 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 o 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 September 9 , 2009Common
      Stock, $.001 par value
                
                162,645,000













EXPLANATORY
NOTE




On August
17, 2009, the Board of Directors and management of GetFugu, Inc. concluded that
our unaudited condensed financial statements for the quarter ended March 31,
2009 needed to be restated and should no longer be relied upon by
investors.  Getfugu, Inc. (the “Company”) is amending its
Quarterly Report on Form 10-Q (“Form 10-Q” or “Amendment No. 1” or
“Original Filing”) for the quarter ended March 31, 2009, to restate its
condensed financial statements for the quarters ended March 31, 2009, to
correct errors related to the accounting for stock based compensation for
services rendered.  In addition, the Company determined that the proper
presentation of the financial statements is that of a development stage company,
and the restatement is therefore presented in that format. This Amendment to
Form 10-Q/A (“Amendment”) amends the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009, as filed on May 20,
2009.




The
Company’s decision to restate the aforementioned financial statements was a
result of management’s revaluation of the accounting for stock based
compensation for the quarter ended March 31, 2009 and the acknowledgement that
additional disclosures in the footnotes relating to financial statement
discussion and analysis, related party transactions and accounting for patent
rights should be included.  On July 27, 2009, the Company received a
comment letter from the staff of the Securities and Exchange Commission
(“SEC”).  As a result of this letter, the Company reviewed its
accounting for the issuance of 15,937,499 shares of Common Stock for services
during the three months ended March 31, 2009. Management determined that the
valuation of a portion of the shares at the previously determined fair value of
$.005 were more appropriately valued at $.50, the current market value of
private placements received by the Company at the end of the quarter. In
addition, the Company discovered an error in the number of shares reported, due
to a calculation error for the 12 for 1 split which occurred on February 11,
2009.  As more fully described in Note 5 of the condensed interim financial
statements, management, including its CEO (principal executive officer and
financial officer) and the Board of Directors, concluded that the amount of the
revaluation and errors were material and required restatement of the condensed
interim financial statements.




In
connection with the restatement, management has assessed the effectiveness of
its disclosure controls and procedures. For the reasons described in this
amended report for the quarter ended March 31, 2009 under Item 4 of Part I,
“Controls and Procedures,” our chief executive officer and chief financial
officer concluded that, as of the end of the period covered by this Amendment
No. 1, the disclosure controls and procedures were not effective as of March 31,
2009.  However, we believe that, as a result of management’s in-depth
review of its accounting processes, the utilization of external resources and
the additional procedures management has implemented, there are no material
inaccuracies or omissions of material fact in this Form 10-Q/A, and, to the best
of our knowledge, we believe that the financial statements in this Form 10-Q/A
fairly present in all material aspects the financial condition, results of
operations and cash flows of the Company in conformity with generally accepted
accounting principles.




This
restatement affects the following areas of the amended report:




Part I —
Item 1. Financial Statements and Notes to Unaudited Condensed Financial
Statements;




Part I —
Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations;




Part I —
Item 4. Controls and Procedures




Part II —
Item 6. Exhibits.




2




Note
1 to our restated condensed interim financial statements describing Basis
of Presentation includes the change in presentation to that of a development
stage enterprise for the three months ended March 31, 2009.




Note
2 to our restated interim condensed financial statements describing Equity
Transactions includes the change in the number of shares issued and the expenses
associated with shares issued for services for the three months ended March 31,
2009.




Note 5 to
our restated interim condensed financial statements discloses the nature of the
restatement adjustment and details the impact of the restatement adjustments on
our interim condensed financial statements as of March 31, 2009 and the three
months ended March 31, 2009.




Item 6 of
Part II of this Form 10-Q/A has been amended to include the currently-dated
certifications from our principal executive officer and principal financial
officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of
2002.




The
information in this Form 10-Q/A has been updated to reflect events that occurred
after May 20, 2009, the original filing date of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2009. This Form 10-Q/A should be read in
conjunction with our Form 10-K for the year ended December 31, 2008, Form 10-Q
for the three months ended June 30, 2009 and future filings.




3




PART
I


GETFUGU,
INC. (A Development Stage Company)





INDEX




Table
of Contents





FINANCIAL
      INFORMATIONITEM
      1.
                                                            FINANCIAL
      STATEMENTS:Condensed
      Balance Sheets — March 31, 2009 (Unaudited as restated )  and
      December 31, 2008
                                                            
                                                            5Condensed
      Statements of  Operations (Unaudited as restated)— Quarters
      ended March 31, 2009 and 2008 and Inception to March 31, 2009 (as
      restated)
                                                            
                                                            6Condensed
      Statements of Shareholders’ Equity/(Deficiency as restated)
      —  March 31, 2009
                                                            
                                                            7Condensed
      Statements of Cash Flows (Unaudited as restated) — Quarters ended March
      31, 2009 and 2008 and Inception to March 31, 2009 (as
      restated)
                                                            
                                                            8Notes
      to unaudited Condensed Financial Statements
                                                            
                                                            9ITEM
      2.
                                                            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                                            
                                                            19ITEM
      3.
                                                            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                            
                                                            23ITEM
      4.
                                                            CONTROLS
      AND PROCEDURES
                                                            
                                                            23PART
      II
                                                            OTHER
      INFORMATION
                                                            
                                                            24ITEM
      1.
                                                            LEGAL
      PROCEEDINGS
                                                            
                                                            24ITEM
      2.
                                                            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                                                            
                                                            24ITEM
      3.
                                                            DEFAULTS
      UPON SENIOR SECURITIES
                                                            
                                                            24ITEM
      4.
                                                            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                                            
                                                            24ITEM
      5.
                                                            OTHER
      INFORMATION
                                                            
                                                            24ITEM
      6.
                                                            EXHIBITS
                                                            
                                                            24SIGNATURES
                                                            
                                                            25




4




PART I -
FINANCIAL INFORMATION





ITEM
1





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Balance Sheets


(Unaudited)




March 31,
                    2009
                  
                  
                  December 31,
                    2008(As restated seeNote 5)ASSETSCurrent
      assetsCash
                  
                  $
                  52,500
                  
                  
                  $
                  -Total
      current assets
                  
                  
                  52,500
                  
                  
                  
                  -Total
      assets
                  
                  $
                  52,500
                  
                  
                  $
                  -LIABILITIES
      AND SHAREHOLDERS' EQUITY (DEFICIENCY)Current
      liabilitiesAccounts
      payable
                  
                  $
                  133,475
                  
                  
                  $
                  1,625Accrued
      expenses
                  
                  
                  105,000
                  
                  
                  
                  -Total
      current liabilities
                  
                  
                  238,475
                  
                  
                  
                  1,625Shareholders'
      deficiencyCommon
      stock, 500,000,000 shares authorized; $0.001 par value; 117,945,000 and
      99,840,000 shares issued and outstanding as of March 31, 2009 and December
      31, 2008, respectively
                  
                  
                  117,945
                  
                  
                  
                  99,840Additional
      paid-in capital
                  
                  
                  7,867,430
                  
                  
                  
                  (53,215
                  )Deficit
      accumulated during development stage
                  
                  
                  (8,171,350
                  )
                  
                  
                  (48,250
                  )Total
      shareholders’ equity (deficiency)
                  
                  
                  (185,975
                  )
                  
                  
                  (1,625
                  )Total
      liabilities and shareholders’ equity (deficiency)
                  
                  $
                  52,500
                  
                  
                  $
                  -





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





5





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Operations


(Unaudited)




Inception(March 14, 2007)Three Months Ended
                                  
                                  
                                  throughMarch 31,
                                  
                                  
                                  March 31,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009(As restatedsee Note 5)
                                  
                                  
                                  
                                  
                                  
                                  (Derived from restatedsee Note 5)Revenue
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Operating
      expensesGeneral and administrative
      (includes stock based compensation of $7,886,250 (2009) and $0
      (2008))
                                  
                                  
                                  8,123,100
                                  
                                  
                                  
                                  7,770
                                  
                                  
                                  
                                  8,171,350Total operating
      expenses
                                  
                                  
                                  8,123,100
                                  
                                  
                                  
                                  7,770
                                  
                                  
                                  
                                  8,171,350Net
      Loss
                                  
                                  $
                                  (8,123,100
                                  )
                                  
                                  $
                                  (7,770
                                  )
                                  
                                  $
                                  (8,171,350
                                  )Loss per
      share:Basic and dilutive loss per
      share
                                  
                                  $
                                  (.08
                                  )
                                  
                                  $
                                  .00Basic and diluted weighted
      average shares outstanding
                                  
                                  
                                  106,430,222
                                  
                                  
                                  
                                  99,840,000


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





6





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Shareholders' Equity / (Deficiency)


From
Inception to March 31, 2009


(Unaudited)





DeficitAccumulatedCommon
      Stock
                                        
                                        
                                        Additional
                                        
                                        
                                        during
                                        
                                        
                                        Shareholders
      'Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Paid
      in
                                          Capital
                                        
                                        
                                        Development
                                          Stage
                                        
                                        
                                        Equity
                                          (Deficit)(As
      restated seeNote 5)
                                        
                                        
                                        (As
      restatedsee Note 5)
                                        
                                        
                                        (As
      restated
                                          see
      Note 5)
                                        
                                        
                                        (As
      restated seeNote 5)
                                        
                                        
                                        (Derived
      fromrestated seeNote 5)Balance
      as of March 14, 2007Shares
      issued for cash March 14, 2007 (at $0)
                                        
                                        
                                        48,000,000
                                        
                                        
                                        $
                                        48,000
                                        
                                        
                                        $
                                        (40,000
                                        )
                                        
                                        
                                        
                                        
                                        $
                                        8,000Shares
      issued for cash August 30, 2007 (at $0)
                                        
                                        
                                        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
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        625,000Net
      loss for the three months ended March 31, 2009
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (8,123,100
                                        )
                                        
                                        
                                        (8,123,100
                                        )Balance
      as of March 31, 2009
                                        
                                        
                                        117,945,000
                                        
                                        
                                        $
                                        117,945
                                        
                                        
                                        $
                                        7,867,430
                                        
                                        
                                        $
                                        (8,171,350
                                        )
                                        
                                        $
                                        (185,975
                                        )




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





7





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Statements
of Cash Flows


(Unaudited)




Three
      months
                                            Ended
                                            March
      31,
                                            2009
                                          
                                          
                                          Threemonths
                                            Ended
                                            March
      31,
                                            2008
                                          
                                          
                                          Inception
                                            (March 14, 2007)
                                            through
                                            March
      31,
                                            2009(As
      restated
                                            see
      Note 5)
                                          
                                          
                                          
                                          
                                          
                                          (Derived
      fromrestated see Note 5)Cash
      flows from operating activities:Net
      loss
                                          
                                          $
                                          (8,123,100
                                          )
                                          
                                          $
                                          (7,770
                                          )
                                          
                                          $
                                          (8,171,350
                                          )Adjustments
      to reconcile Net Loss to net cash used in operating
    activitiesAmortization
      of stock based compensation associated with shares issued for
      services
                                          
                                          
                                          7,886,250
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          7,886,250Changes
      in current assets and liabilities:Accounts
      payable
                                          
                                          
                                          131,850
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          133,475Accrued
      expenses
                                          
                                          
                                          105,000
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          105,000Net
      cash used in operating activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (7,770
                                          )
                                          
                                          
                                          (46,625
                                          )Cash
      flows from investing activities :Net
      Cash flows used in investing activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Cash
      flows from financing activitiesAdvances
      from a related party
                                          
                                          
                                          
                                          
                                          
                                          
                                          9,000
                                          
                                          
                                          
                                          0Issuance
      of common stock for cash
                                          
                                          
                                          52,500
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          82,100Capital
      contribution – related party
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          17,025Net
      cash provided by financing activities
                                          
                                          
                                          52,500
                                          
                                          
                                          
                                          9,000
                                          
                                          
                                          
                                          99,125Net
      increase in cash and cash equivalents
                                          
                                          
                                          52,500
                                          
                                          
                                          
                                          1,230
                                          
                                          
                                          
                                          52,500Cash
      and cash equivalents – beginning balance
                                          
                                          
                                          0
                                          
                                          
                                          
                                          2,902
                                          
                                          
                                          
                                          0Cash
      and cash equivalents – ending balance
                                          
                                          $
                                          52,500
                                          
                                          
                                          $
                                          4,132
                                          
                                          
                                          $
                                          52,500Supplementary
      Disclosures of Cash FlowInformation:Cash
      payments made for interest
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Cash
      payments made for income taxes
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Non-Cash
      Activity:Common
      stock issued for services
                                          
                                          $
                                          7,886,250
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          7,886,250Common
      stock issued to repay loans
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          17,025
                                          
                                          
                                          $
                                          17,025


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





8




GETFUGU,
INC.


(Formally
Known as Madero, Inc.)


NOTES
TO FINANCIAL STATEMENTS


(A
Development Stage Company)


(Restated)


(Unaudited)





NOTE
1.    SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Current
Operations and Background — GetFugu, Inc, (“GetFugu,” “Company,” “we,”
“us,” or “our”), is 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 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 modern 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
      (Hotspotting):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 it
      on the screen. This function is currently limited to touch-screen phones
      and selected Blackberry
models.





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), 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 January 23, 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 that intended to open and operate
children’s themed restaurants in Mexico.  Through March 14, 2007, the
Company’s activities had been limited to its formation, business planning and
raising capital.  Since March 14, 2007, the Company is developing 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 every one 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.





9





Going
Concern — The accompanying financial statements have been prepared
assuming that we will continue as a going concern.  We have incurred
recurring losses from operations since our inception and have an accumulated
deficit of $8,171,350 at March 31, 2009.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classifications of liabilities that might
be necessary should we be unable to continue our existence.  The
recovery of our assets is dependent upon continued operations of the
Company.





In
addition, the Company’s ability to continue as a going concern is dependent upon
future events, the outcome of which are not known.  The
Company intends to continue its attempt to raise necessary capital, but
there can be no certainty that such efforts will be successful.





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





The
unaudited 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 our Annual Report on Form 10-K. The results of the three
months ended March 31, 2009, are not necessarily indicative of the results to be
expected for the full year ending December 31, 2009.  Management has
evaluated subsequent events or transactions occurring through September 18,
2009, the date the financial statements were issued.




Our
principal activities are expected to focus on the commercialization of our
technologies.  The accompanying condensed financial statements have
been prepared in accordance with Statement of Financial Accounting Standard
(“SFAS”) No. 7, “Accounting and Reporting by Development Stage
Enterprises.”





Use of
Estimates — The preparation of financial statements in conformity with
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 — We compute earnings per share in accordance
with SFAS No. 128, “Earnings Per Share.” SFAS No. 128 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 three months ended March 31, 2009 and 2008 because, due to the loss we
incurred during such periods, their inclusion would have been anti-dilutive.
Accordingly, basic and diluted loss per common share are the same for all
periods presented.





Stock-Based
Compensation— We
calculate the fair value of stock-based compensation in accordance with the fair
value recognition provisions of SFAS No. 123 (revised 2004), “Share-Based
Payment” (“SFAS 123R”), using the modified prospective transition method. Under
the transition method, stock-based compensation expense is recognized
(i) for all stock-based compensation awards granted before, but not yet
vested as of, January 1, 2006, based on the grant date fair value estimated
in accordance with the original provision of SFAS No. 123, “Accounting for
Stock-Based Compensation” (“SFAS 123”), and (ii) for all stock-based
compensation awards granted after January, based on the grant date fair value
estimated in accordance with the provisions of SFAS 123R.





Non-Employee
Stock-Based Compensation-The Company accounts for equity
instruments issued to non-employees in accordance with the provisions of SFAS
No. 123(R) and EITF Issue No. 96-18, “Accounting for Equity Instruments That are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services,” (“EITF 96-18”) 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.





10




Total
stock-based compensation costs are recognized on a straight-line basis over the
requisite service period of the award, which is generally the vesting term of
the award. Total stock-based compensation expense included in the condensed
statements of operations was $7,886,250 for the three months ended March 31,
2008 and had $0 of unvested stock-based compensation at fair value remaining to
be expensed.





Income
Taxes-The Company adopted the
provisions of Financial Accounting Standards Board (“FASB”) Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of
FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. Differences between tax
positions taken or expected to be taken in a tax return and the benefit
recognized and measured pursuant to the interpretation are referred to as
“unrecognized benefits.” A liability is recognized (or amount of net operating
loss carryforward or amount of tax refundable is reduced) for an unrecognized
tax benefit because it represents an enterprise’s potential future obligation to
the taxing authority for a tax position that was not recognized as a result of
applying the provisions of FIN 48.




In
accordance with FIN 48, interest costs related to unrecognized tax benefits are
required to be calculated (if applicable) and would be classified as “Interest
(expense).” Penalties, if incurred, would be recognized as a component of
“Selling, general and administrative” expenses.




The
Company files income tax returns in the United States (federal) and in various
state and local jurisdictions. In most instances, the Company is still subject
to federal, state and local income tax examinations by tax authorities for years
since 2007.





The
Company recognized a deferred tax asset of approximately $8 million related to
loss carryforwards available to offset future taxable income through
2029.  The ultimate realization of deferred tax assets depend on the
generation of future taxable income during the periods in which those net
operating losses are available. The Company considers projected future taxable
income and tax planning strategies in making its assessment. At present, the
Company does not have a sufficient history of income to conclude that it is
more-likely-than-not that the Company will be able to realize its tax benefits
in the near future and therefore a valuation allowance was established for the
full value of the deferred tax asset. A valuation allowance will be maintained
until sufficient positive evidence exists to support the reversal of any portion
or all of the valuation. Should the Company become profitable in future periods
with supportable trends, the valuation allowance will be reversed
accordingly.




Recent
Accounting Pronouncements




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), and in February 2008, the FASB amended SFAS 157 by issuing FSP FAS
157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13
and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13,” and FSP FAS
157-2, “Effective Date of FASB Statement No. 157” (collectively, “SFAS
No. 157”). SFAS No. 157 defines fair value, establishes a framework
for measuring fair value and expands disclosure of fair value measurements. SFAS
No. 157 is applicable to other accounting pronouncements that require or
permit fair value measurements, except those relating to lease accounting, and
accordingly does not require any new fair value measurements. SFAS No. 157
was effective for financial assets and liabilities in fiscal years beginning
after November 15, 2007, and for non-financial assets and liabilities in
fiscal years beginning after November 15, 2008, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis. Our adoption of the provisions of SFAS No. 157 on January 1,
2008, with respect to financial assets and liabilities measured at fair value,
did not have an effect on our financial statements.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS 141R”), which replaces SFAS No. 141. SFAS 141R retains
the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS 141R is effective for acquisitions
occurring in fiscal periods beginning after December 15, 2008 and was
required to be adopted by the Company in its first quarter of fiscal 2009. The
Company believes that the adoption of SFAS 141R could have an impact on the
accounting for any future acquisition, should any occur.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No. 51, Consolidated Financial Statements” (“SFAS 160”). SFAS 160 requires
(i) that non-controlling (minority) interests be reported as a component of
stockholders’ equity, (ii) that net income attributable to the parent and
to the non-controlling interest be separately identified in the consolidated
statement of operations, (iii) that changes in a parent’s ownership
interest while the parent retains its controlling interest be accounted for as
equity transactions, (iv) that any retained non-controlling equity
investment upon the deconsolidation of a subsidiary be initially measured at
fair value, and (v) that sufficient disclosures are provided that clearly
identify and distinguish between the interests of the parent and the interests
of the non-controlling owners. SFAS 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. We adopted SFAS 160 for our fiscal year
beginning January 1, 2009, and the adoption did not have any impact on our
financial position, results of operations and cash flows.




11




In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement
No. 133” (“SFAS 161”). SFAS 161 changes the disclosure requirements for
derivative instruments and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows. The guidance in SFAS 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. SFAS
161 encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. The adoption of this pronouncement did not have a
material impact on the Company’s condensed financial statements.




In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the
Useful Life of Intangible Assets” (FAS 142-3). FAS 142-3 amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of an intangible asset under SFAS No. 142,
“Goodwill and Other Intangibles” (“SFAS 142”). FAS 142-3 aims to improve the
consistency between the useful life of an intangible asset as determined under
SFAS 142 and the period of expected cash flows used to measure the fair value of
the asset under SFAS No. 141, “Business Combinations,” and other applicable
accounting literature. FAS 142-3 will be effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. The adoption of this pronouncement did not
have a material impact on the Company’s condensed financial
statements.





In April
2008, the FASB issued Emerging Issues Task Force (“EITF”) Abstract 07-05,
“Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock” (EITF 07-05). EITF 07-05 provides guidance on determining
what types of instruments or embedded features in an instrument held by a
reporting entity can be considered indexed to its own stock for the purpose of
evaluating the first criteria of the scope exception in paragraph 11(a) of SFAS
133. EITF 07-05 is effective for financial statements issued for fiscal years
beginning after December 15, 2008. The adoption of this pronouncement did
not have  a material impact on the Company’s condensed financial
statements.




In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active” (“FAS 157-3”). FAS
157-3 clarifies the application of SFAS No. 157 in a market that is not
active and provides an example to illustrate key considerations in determining
the fair value of a financial asset when the market for that financial asset is
not active. FAS 157-3 became effective immediately upon issuance, and its
adoption did not have an effect on our financial statements.





In April
2009, the FASB issued SFAS No. 157-4, “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (“SFAS 157-4”).
SFAS 157-4 provides additional guidance for estimating fair value in accordance
with SFAS 157 when the volume and level of activity for the asset or liability
have significantly decreased. SFAS 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. SFAS 157-4 emphasizes
that even if there has been a significant decrease in the volume and level of
activity for the asset or liability and regardless of the valuation technique(s)
used, the objective of a fair value measurement remains the same. Fair value is
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction (that is, not a forced liquidation or
distressed sale) between market participants at the measurement date under
current market conditions. SFAS 157-4 is effective for interim and annual
reporting periods ending after June 15, 2009, and is applied prospectively.
The adoption of this pronouncement did not have a material impact on the
Company’s condensed financial statements.




The fair
value hierarchy distinguishes between assumptions based on market data
(observable inputs) and an entity’s own assumptions (unobservable inputs). The
hierarchy consists of three levels:




•
            Level one — Quoted market prices
      in active markets for identical assets or
    liabilities;





•
            Level two — Inputs other than
      level one inputs that are either directly or indirectly observable;
      and





•
            Level three — Unobservable inputs
      developed using estimates and assumptions, which are developed by the
      reporting entity and reflect those assumptions that a market participant
      would use.




Determining
which category an asset or liability falls within the hierarchy requires
significant judgment. We evaluate our hierarchy disclosures each
quarter.





In April
2009, the FASB issued SFAS No. 107-1 and Accounting Principles Board
(“APB”) 28-1, “Interim Disclosures about Fair Value of Financial Instruments”
(“SFAS 107-1”). SFAS 107-1 amends SFAS No. 107, “Disclosures about Fair
Value of Financial Instruments,” to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded
companies, as well as in annual financial statements. SFAS 107-1 also amends APB
Opinion No. 28, “Interim Financial Reporting,” to require those disclosures
in summarized financial information at interim reporting periods. SFAS 107-1 is
effective for interim and annual reporting periods ending after June 15,
2009. The adoption of SFAS 107-1 did not have a material impact on our financial
position, results of operations and cash flows. The carrying value of our cash
and cash equivalents approximates fair value because these instruments have
original maturities of three months or less.




12




In May 2009, the FASB issued SFAS
No. 165, “Subsequent Events” (“SFAS 165”). The objective of SFAS 165 is to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. In particular, SFAS 165 sets forth the period after
the balance sheet date during which management of the Company should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. The
requirements of SFAS 165 should be applied to interim or annual financial
periods ending after June 15, 2009. Accordingly, we adopted SFAS 165 in the
second quarter of 2009.





In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles-a
replacement of SFAS No. 162” (“SFAS 168”). SFAS 168 establishes the FASB
Accounting Standards Codification (the “Codification”) to become the source of
authoritative accounting principles generally accepted in the United States of
America (GAAP) recognized by the FASB to be applied by nongovernmental entities.
Rules and interpretive releases of the SEC under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of SFAS 168, the Codification will supersede all then-existing
non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC
accounting literature not included in the Codification will become
non-authoritative. SFAS 168 will be effective for financial statements issued
for interim and annual periods ending after September 15, 2009. We do not
expect the adoption of SFAS 168 to have a material impact on our financial
statements and results of





NOTE
2 – EQUITY TRANSACTIONS





Private
Placement - During the three months ended March 31,
2009, the Company sold 105,000 shares of Common Stock in private placements
resulting in net proceeds totaling $52,500.





Issuance
of Shares for Services - During the three months ended March 31,
2009, the Company issued 18,000,000 shares of Common Stock for
various services.  The Company recorded an expense
associated with these issuances of Common Stock based on the fair market
value determined at the time of the individual issuances.  For
the three months ended March 31, 2009, the Company recorded stock based
compensation associated with the issuance of Common Stock for services totaling
$7,886,250.  The
shares vest ratably over the period of the service.  Compensation
expense is recorded as the instruments vest.  The total unvested
compensation expense to be recognized in future periods is
$0.




NOTE
3 – RELATED PARTY TRANSACTIONS





Through
his role as co-founder, Carl Freer is the single largest Company shareholder. In
July, 2009, Freer executed an employment agreement with the Company and assumed
the title of Chief Futurist. In this role, Freer will help lead the development
of technical advancements necessary to implement the Company’s business plan.
Freer is not an officer or director of the Company. Freer has been involved in
capital raising efforts since inception. Subsequent to June 30, 2009, the
Company agreed to issue Carl Freer 10,000,000 shares of Series A Preferred Stock
which have voting rights of 20 votes of common for each share of preferred. The
shares will vest immediately. The issuance of Series A Preferred Stock is
subject to board approval and the authorization of a sufficient number of shares
available for issuance. Effective August 19, 2009, the Company and Freer
executed a twelve month agreement which limits Freer’s rights to vote shares of
the Company Common Stock that he owns now or 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.





Through
June 30, 2009, the Company received advances totaling $141,500 from Newport
Financial Investment, Inc (“Newport”).
Subsequent to June 30, 2009, the Company was advanced an additional $596,252
from Newport and made payments of $130,000 to so that the advances outstanding
totaled $607,752. Newport is an affiliate of the Company as Freer owns 50% of
Newport. Subsequent to June 30, 2009, the Company and Newport entered into a
Revolving Promissory Note (“Newport Note”) which incorporates all previous
advances to the Company from Newport. Under the terms of the Newport Note the
maximum available advance shall not exceed $5 million, interest accrues at
annual rate of 5% payable of demand, Newport may elect to convert advances into
shares of Common Stock at $.50 per share.




13




NOTE
4 –SUBSEQUENT EVENTS - OTHER





As described in Note 3 above, effective
April 9, 2009, the Company entered into an Agreement for the Assignment of
Patent Rights (the “Assignment Agreement”) with MARA Group Ltd in exchange for
25 million newly-issued shares of the Company’s common stock.  The Company has
accounted for the acquisition of the patent applications as an asset
purchase.  Since MARA Group Ltd. is under common control with the
Company (due to the common ownership by Mr. Carl Freer), the Company recorded
the acquisition of the eight patent applications at MARA’s carrying value for
these assets, 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.





From April 1, 2009 to September
18, 2009, the Company sold an aggregate of 900,000 common shares in private
placements and received gross proceeds of $450,000.




From
April 1, 2009 to September 18, 2009, the Company issued 18,800,000 shares of
Common Stock for various services. Included in the 18,800,000 are 16,000,000
shares issued to an officer and a board member. The shares vest ratably over the
period of the service and compensation expense is recorded as the instruments
vest.  The expense associated with these issuances of Common Stock is
based on the fair market value determined at the time of the individual issuance
As of September 18, 2009 the Company has recorded an expense
of  $6,041,625.  The total unvested compensation expense to
be recognized in future periods is $3,984,375.






From
April 1, 2009 to September 18, 2009 the company granted 7,000,000 options to
various employees.




The
Company entered into an arrangement with SpongeTech Delivery Systems, Inc.
("Spongetech") and Vanity Events Holding, ("Vanity") whereby Spongetech and
Vanity agreed to invest $4 million and $1 million, respectively, into the
Company.  In addition Spongetech and the Company agreed in principal
for a license agreement which resulted in the upfront payment to the Company of
$250,000.  Since August 24, 2009, the Company has received a total of
$1,750,000 from these arrangements, including the $250,000 associated with the
license agreement.  As of September 18, 2009, the Company's have not
finalized and executed the investment agreements.
 
 On
September 10, 2009, the Company and Health Matrix entered into a five-year
license agreement under which GetFugu will receive from Health Matrix the
greater of (i) 25% of the net income from the license of ARL/VRL/Keywords, or
(ii) $99 per ARL/VRL/Keyword. In exchange, Health Matrix will receive an
exclusive license for GetFugu's mobile software for doctors, medical groups,
health care providers, pharmaceutical companies, biotech companies, health
insurers, medical device companies, nutritionists and herbologists worldwide.
Health Matrix has the option to renew the license for two additional five-year
periods.  GetFugu will also receive a $5 million non-refundable
license fee which will be paid by Health Matrix over the first 12 months of the
contract. Earnings due to GetFugu under the contract will first be applied to
this upfront license fee. GetFugu will also receive 5% of pre-tax profits
associated with all Hotspotting transactions initiated by Health Matrix
utilizing the GetFugu licensed technology.





NOTE
5 – RESTATEMENT OF FINANCIAL
STATEMENTS





Getfugu, Inc.
(the “Company”) is restating its unaudited interim condensed financial
statements for the quarters ended March 31, 2009 to correct errors related
to the accounting for stock based compensation for services delivered by third
parties, provide additional information and clarification in certain footnote
disclosures and change the presentation of the unaudited interim condensed
financial statements to that of a development stage company.





The
Company received comment letters from the Staff of the Securities and Exchange
Commission dated June 29, 2009 and a follow-up letter on July 27, 2009 with
respect to the above-referenced filing of the Company.





The
letter dated June 29, 2009 requested the information as described below included
in all future filings. Accordingly, the Footnote disclosures have been updated
as referenced to include the additional information:





1 – A
request to disclose the nature and type of the expenses included in selling,
general and administrative expenses and why such costs would increase upon the
commencement of operations. Part I – Item 2. Management Discussion and Analysis
of Financial Condition and Results of Operations has been updated to provide
this information.




14




2 – A
request to disclose in future filings how the 25 million shares of the Company’s
common stock issued in exchange for the patented applications was valued and
accounted for within your financial statements, pursuant to the Assignment
Agreement in which the Company acquired eight patent applications from MARA
Group Ltd. In exchange for 25 million newly-issued shares of the Company’s
common stock.  Note 4 – Subsequent Events has been updated to include
this information.





3 – A
request to revise the disclosure of the nature of the relationship of Mr. Carl
Freer with the Company, including whether Carl Freer has implied management
control over the Company as defined in paragraph 24b of SFAS No.
57.   Note 3 – Related Party Transactions has been updated to
include this information.





4 – A
request to explain the discrepancy in the valuation of the Company’s common
stock that were issued for $.005 per share for service transactions and the
valuation of the shares of the Company’s common stock in private placement
transactions during and subsequent to quarter-ended March 31, 2009 for $.50 per
share.  The Company is restating its unaudited interim condensed
financial statements and notes as further described below in the response to the
follow up letter from the SEC dated July 27, 2009.





Accordingly,
the Company has revised its valuation of Common Stock issued for services during
the quarter ending March 31, 2009.


The
service transactions for which Common Stock was issued as originally reported in
the Company’s Form 10-Q for the quarter ending March 31, 2009
follows:





Service
                  
                  Shares
                  
                  
                  Reported FMVConsulting
      – Note (1)
                  
                  
                  166,666
                  
                  
                  $
                  $
      833.00Legal
      Fees – Note (1)
                  
                  
                  20,833
                  
                  
                  
                  104.00Investment
      Banking- Note (2)
                  
                  
                  6,000,000
                  
                  
                  
                  30,000.00Consulting  -
      Note (2)
                  
                  
                  6,000,000
                  
                  
                  
                  30,000.00Consulting  -
      Note (2)
                  
                  
                  2,500,000
                  
                  
                  
                  12,500.00Consulting
      – Note  (2)
                  
                  
                  1,250,000
                  
                  
                  
                  6,250.00Total
                  
                  
                  15,937,499
                  
                  
                  $
                  79,687.00





Note (1)
The services performed included assistance with corporate governance and related
matters as well as legal fees related to the Company’s filings with the SEC in
2008 and early 2009.  The Common Stock issued for such services is
valued at $0.005 per share.





Note (2)
Common Stock issued during the period March 4, 2009 through March 18, 2009 for
consulting services, which included capital raising efforts and preparation of
marketing strategy for the operations (post purchase of the patent rights),
should be valued at $.50 (previously valued at $.005 prior to this
restatement).   The Company’s market price of $.50 is appropriate
as the Company had issued shares in separate private placements at the market
price of $.50 during periods close in proximity to the issuance of shares for
services.





Date
                  
                  Number of Shares
                  
                  
                  Price Per ShareMarch
      27, 2009
                  
                  
                  5,000
                  
                  
                  $
                  0.50March
      30, 2009
                  
                  
                  100,000
                  
                  
                  $
                  0.50April
      3, 2009
                  
                  
                  800,000
                  
                  
                  $
                  0.50April
      13, 2009
                  
                  
                  100,000
                  
                  
                  $
                  0.50





The
Company also noted an error in the number of new shares which were issued during
the quarter ended March 31, 2009 for services rendered. Certain shares were not
properly adjusted for the 12 for 1 split.  The number of shares and
valuation was corrected as noted below.





In
accordance with SFAS 154, the Company has concluded it was necessary to restate
financial statements for the quarter ending March 31, 2009.  The
impact of this restatement is as follows:





Corrections Related to the
Error in the Number of Shares Issued:


1.
            The
      number of shares of Common Stock for services will increase by the
      2,062,500 shares noted above to 18,000,000
  shares.


2.
            Common
      Stock will increase by $2,063 (2,062,500 shares x $.001
    par).


3.
            Additional
      Paid in Capital will increase by $8,250 (2,062,500 shares x $0.004 ($0.005
      market value less $0.001 par
value).


4.
            Expenses
      and Net Loss increased by $10,313 (2,062,500 shares x
    $0.005).





Corrections Related to the
Error in Valuing Shares Previously Reported as Issued for
Services


1.
            There
      is no impact on the number or amount of Common
  Stock.


2.
            Additional
      Paid in Capital will increase by $7,796,250 reflecting the increase in
      market value from $.005 to $0.50 (15,750,000 shares as reported x $0.495
      per share).


3.
            Expenses
      and Net Loss also increased by $7,796,250 reflecting the increase in stock
      based compensation for these
services.


15




GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Balance Sheets


(Unaudited)




As
      of March 31, 2009(As
                      previously
                      reported)
                    
                    
                    Restatement
                      adjustments
                    
                    
                    (As restated)ASSETSCurrent
      assetsCash
                    
                    $
                    52,500
                    
                    
                    
                    
                    
                    $
                    52,500Total
      current assets
                    
                    
                    52,500
                    
                    
                    
                    
                    
                    
                    52,500Total
      assets
                    
                    $
                    52,500
                    
                    
                    
                    
                    
                    $
                    52,500LIABILITIES
      AND SHAREHOLDERS' EQUITY (DEFICIENCY)Current
      liabilitiesAccounts
      payable
                    
                    $
                    133,475
                    
                    
                    
                    
                    
                    $
                    133,475Accrued
      expenses
                    
                    
                    105,000
                    
                    
                    
                    
                    
                    
                    105,000Total
      current liabilities
                    
                    
                    238,475
                    
                    
                    
                    
                    
                    
                    238,475Shareholders'
      equity (deficiency)Common
      stock, 500,000,000 shares authorized; $0.001 par value; 117,945,000 and
      99,840,000 shares issued and outstanding as of March 31, 2009 and December
      31, 2008, respectively
                    
                    
                    115,882
                    
                    
                    $
                    2,063
                    
                    
                    
                    117,945Additional
      paid-in capital
                    
                    
                    62,930
                    
                    
                    $
                    7,804,500
                    
                    
                    
                    7,867,430Deficit
      accumulated during development stage
                    
                    
                    (364,787
                    )
                    
                    $
                    (7,806,563
                    )
                    
                    
                    (8,171,350
                    )Total
      shareholders’ equity (deficiency)
                    
                    $
                    (185,975
                    )
                    
                    
                    
                    
                    
                    $
                    (185,975
                    )Total
      liabilities and shareholders’ equity (deficiency)
                    
                    $
                    52,500
                    
                    
                    
                    
                    
                    
                    $
                    52,500


16




GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Operations


(Unaudited)




Three Months Ended March 31,
      2009(As
                  previously
                  reported)
                
                
                Restatement
                  adjustments
                
                
                (As restated)Revenue
                
                
                -
                
                
                $
                -
                
                
                $
                -Operating
      expensesGeneral
      and administrative
                
                
                316,537
                
                
                
                7,806,563
                
                
                
                8,123,100
                )Total
      operating expenses
                
                
                316,537
                
                
                
                7,806,563
                
                
                
                8,123,100
                )Net
      Loss
                
                $
                (316,537
                )
                
                $
                (7,806,563
                )
                
                $
                (8,123,100
                )Loss
      per share:Basic
      and dilutive loss per share
                
                $
                (.00
                )
                
                
                
                
                
                $
                (.08
                )




17


GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Statements
of Cash Flows


(Unaudited)




Three Months Ended March 31, 2009(As
                                                previously
                                                reported)
                                              
                                              
                                              Restatement
                                                adjustments
                                              
                                              
                                              (As restated)Cash flows from operating activities:Net
      loss
                                              
                                              $
                                              (316,537
                                              )
                                              
                                              $
                                              (7,806,563
                                              )
                                              
                                              $
                                              (8,123,100
                                              )Adjustments
      to reconcile Net Loss to net cash used in operating
    activitiesAmortization
      of deferred compensation Associated with shares issued for
      services
                                              
                                              
                                              79,687
                                              
                                              
                                              
                                              7,806,563
                                              
                                              
                                              
                                              7,886,250Changes
      in current assets and liabilities:Accounts
      payable
                                              
                                              
                                              131,850
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              131,850Accrued
      expenses
                                              
                                              
                                              105,000
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              105,000Net
      cash used in operating activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Cash
      flows from investing activities :Net
      Cash flows used in investing activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Cash
      flows from financing activitiesAdvances
      from a related party
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              0Issuance
      of common stock for cash
                                              
                                              
                                              52,500
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              52,500Capital
      contribution – related partyNet
      cash provided by financing activities
                                              
                                              
                                              52,500
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              52,500Net
      increase in cash and cash equivalents
                                              
                                              
                                              52,500
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              52,500Cash
      and cash equivalents – beginning balance
                                              
                                              
                                              0
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              0Cash
      and cash equivalents – ending balance
                                              
                                              $
                                              52,500
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              52,500




18





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





The
information contained in this amended 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 financial statements and the
notes to the condensed financial statements included elsewhere in this Form
10-Q.





The
following discussion and analysis has been updated to reflect changes required
as a result of this restated document.





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 Report, 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





The
Company is 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.





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 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
      (Hotspotting):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.





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), 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 12 for
1 forward split which was effectuated on January 23, 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 that intended to open and operate
children’s themed restaurants in Mexico.  Through that date, the
Company’s activities had been limited to its formation, business plan and
raising capital.  Since that date, the Company is developing next
generation mobile search tools.


19





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 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.





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.





For the Three Months Ended
March 31, 2009 and 2008  (as restated)





Results
of Operations





Revenue





The
Company is still in the development stage and accordingly, there are no revenues
for the three and three months ended March 31, 2009 and 2008.





Selling,
General and Administrative Expenses





Selling,
general and administrative (“SG&A”) expenses were $8,123,100 and $7,770 for
the three months ended March 31, 2009 and 2008, respectively.  The
increase in expense of $8,115,330 is directly related to costs associated with
capital raising efforts and consulting in anticipation of commencing
operations.   Prior to that time the Company was largely
inactive, and as of year end 2008 was a shell company.  In 2008,
SG&A consisted solely of professional fees associated with compliance
costs.




For the
first quarter of 2009, SG&A of $8,123,100 was comprised of $8,105,413 in
professional and consulting fees and $17,687 in travel and entertainment
expenses.  Professional and consulting fees consisted of $219,163 in
cash and $7,886,250 in stock compensation, and included $1,990,000 to founders
and others for capital-raising efforts, $3,000,000 to investment banking firms,
$3,000,000 in consulting services related to mobile content in the entertainment
industry, $106,250 in legal fees related to corporate work, and $9,163 in
investor relations.





Liquidity
and Capital Resources





Net cash
used in operating activities totaled $0 and $7,770 for the three months ended
March 31, 2009 and 2008, respectively.





Net cash
provided by financing activities totaled $52,500 and $9,000 for the three months
ended March 31, 2009 and 2008, respectively. During the three months ended March
31, 2009, the Company sold an aggregate of 105,000 common shares at a price of
$0.50 per share of Common Stock and received gross proceeds of
$52,500.





The
Company incurred losses from operations and has an accumulated deficit of
$8,171,350 for the three months ending March 31, 2009.   A result
of the Company’s liquidity position, it has delayed payment of a substantial
amount of accounts payable and accrued expenses. Management anticipates that our
existing cash, cash equivalents, loans, and anticipated capital financing will
be sufficient to fund our operations until September 30, 2009.  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 the Company will
be able to secure sufficient financing on terms acceptable to the Company. 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.


20





Inflation
and Seasonality





Neither
inflation nor seasonality have been material to the Company.





Recent
Accounting Pronouncements




In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, “Fair Value Measurements” (“SFAS 157”), and in February 2008, the
FASB amended SFAS 157 by issuing FSP FAS 157-1, “Application of FASB Statement
No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements
That Address Fair Value Measurements for Purposes of Lease Classification or
Measurement under Statement 13,” and FSP FAS 157-2, “Effective Date of FASB
Statement No. 157” (collectively, “SFAS No. 157”). SFAS No. 157
defines fair value, establishes a framework for measuring fair value and expands
disclosure of fair value measurements. SFAS No. 157 is applicable to other
accounting pronouncements that require or permit fair value measurements, except
those relating to lease accounting, and accordingly does not require any new
fair value measurements. SFAS No. 157 was effective for financial assets
and liabilities in fiscal years beginning after November 15, 2007, and for
non-financial assets and liabilities in fiscal years beginning after
November 15, 2008, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis. Our adoption of the
provisions of SFAS No. 157 on January 1, 2008, with respect to
financial assets and liabilities measured at fair value, did not have an effect
on our financial statements.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141R), which replaces SFAS No. 141. SFAS 141R retains
the purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS 141R is effective for acquisitions
occurring in fiscal periods beginning after December 15, 2008 and was
required to be adopted by the Company in its first quarter of fiscal 2009. The
Company believes that the adoption of SFAS 141R could have an impact on the
accounting for any future acquisition, if one were to occur.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No. 51, Consolidated Financial Statements” (SFAS 160). SFAS 160 requires
(i) that non-controlling (minority) interests be reported as a component of
stockholders’ equity, (ii) that net income attributable to the parent and
to the non-controlling interest be separately identified in the consolidated
statement of operations, (iii) that changes in a parent’s ownership
interest while the parent retains its controlling interest be accounted for as
equity transactions, (iv) that any retained non-controlling equity
investment upon the deconsolidation of a subsidiary be initially measured at
fair value, and (v) that sufficient disclosures are provided that clearly
identify and distinguish between the interests of the parent and the interests
of the non-controlling owners. SFAS 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. We adopted SFAS 160 for our fiscal year
beginning January 1, 2009, and the adoption did not have any impact on our
financial position, results of operations and cash flows.




In
March 2008, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging
Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161
changes the disclosure requirements for derivative instruments and hedging
activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS 133
and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity’s financial position, financial
performance and cash flows. The guidance in SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. SFAS 161 encourages,
but does not require, comparative disclosures for earlier periods at initial
adoption. The adoption of this pronouncement did not have a material impact on
the Company’s condensed financial statements.




In April
2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, “Determination of
the Useful Life of Intangible Assets” (FAS 142-3). FAS 142-3 amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of an intangible asset under SFAS No. 142,
“Goodwill and Other Intangibles” (“SFAS 142”). FAS 142-3 aims to improve the
consistency between the useful life of an intangible asset as determined under
SFAS 142 and the period of expected cash flows used to measure the fair value of
the asset under SFAS No. 141, “Business Combinations,” and other applicable
accounting literature. FAS 142-3 will be effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. The adoption of this pronouncement did not
have a material impact on the Company’s condensed financial
statements.




In April
2008, the FASB issued Emerging Issues Task Force (“EITF”) Abstract 07-05,
“Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock” (“EITF 07-05”). EITF 07-05 provides guidance on determining
what types of instruments or embedded features in an instrument held by a
reporting entity can be considered indexed to its own stock for the purpose of
evaluating the first criteria of the scope exception in paragraph 11(a) of SFAS
133. EITF 07-05 is effective for financial statements issued for fiscal years
beginning after December 15, 2008. The adoption of this pronouncement did
not have  a material impact on the Company’s condensed financial
statements.


21




In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active” (“FAS 157-3”). FAS
157-3 clarifies the application of SFAS No. 157 in a market that is not
active and provides an example to illustrate key considerations in determining
the fair value of a financial asset when the market for that financial asset is
not active. FAS 157-3 became effective immediately upon issuance, and its
adoption did not have an effect on our financial statements. We currently
determine the fair value of our property and equipment when assessing long-lived
asset impairments and SFAS No. 157 was effective for these fair value
assessments as of January 1, 2009.





In April
2009, the FASB issued SFAS No. 157-4, “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (“SFAS 157-4”).
SFAS 157-4 provides additional guidance for estimating fair value in accordance
with SFAS 157 when the volume and level of activity for the asset or liability
have significantly decreased. SFAS 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. SFAS 157-4 emphasizes
that even if there has been a significant decrease in the volume and level of
activity for the asset or liability and regardless of the valuation technique(s)
used, the objective of a fair value measurement remains the same. Fair value is
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction (that is, not a forced liquidation or
distressed sale) between market participants at the measurement date under
current market conditions. SFAS 157-4 is effective for interim and annual
reporting periods ending after June 15, 2009, and is applied prospectively.
The adoption of this pronouncement did not have a material impact on the
Company’s condensed financial statements.





The fair value hierarchy
distinguishes between assumptions based on market data (observable inputs) and
an entity’s own assumptions (unobservable inputs). The hierarchy consists of
three levels:




•
            Level one — Quoted market prices
      in active markets for identical assets or
    liabilities;





•
            Level two — Inputs other than
      level one inputs that are either directly or indirectly observable;
      and





•
            Level three — Unobservable inputs
      developed using estimates and assumptions, which are developed by the
      reporting entity and reflect those assumptions that a market participant
      would use.





Determining
which category an asset or liability falls within the hierarchy requires
significant judgment. We evaluate our hierarchy disclosures each
quarter.





In April
2009, the FASB issued SFAS No. 107-1 and Accounting Principles Board (APB)
28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“SFAS
107-1”). SFAS 107-1 amends SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments,” to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies, as well
as in annual financial statements. SFAS 107-1 also amends APB Opinion
No. 28, “Interim Financial Reporting,” to require those disclosures in
summarized financial information at interim reporting periods. SFAS 107-1 is
effective for interim and annual reporting periods ending after June 15,
2009. The adoption of SFAS 107-1 did not have a material impact on our financial
position, results of operations and cash flows. The carrying value of our cash
and cash equivalents approximates fair value because these instruments have
original maturities of three months or less.




In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). The
objective of SFAS 165 is to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In particular,
SFAS 165 sets forth the period after the balance sheet date during which
management of the Company should evaluate events or transactions that may occur
for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The requirements of SFAS 165 should be
applied to interim or annual financial periods ending after June 15, 2009.
Accordingly, we adopted SFAS 165 in the second quarter of 2009.




In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles-a
replacement of SFAS No. 162” (“SFAS 168”). SFAS 168 establishes the FASB
Accounting Standards Codification (the “Codification”) to become the source of
authoritative accounting principles generally accepted in the United States of
America (GAAP) recognized by the FASB to be applied by nongovernmental entities.
Rules and interpretive releases of the SEC under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of SFAS 168, the Codification will supersede all then-existing
non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC
accounting literature not included in the Codification will become
non-authoritative. SFAS 168 will be effective for financial statements issued
for interim and annual periods ending after September 15, 2009. We do not
expect the adoption of SFAS 168 to have a material impact on our consolidated
financial statements and results of operations.


22


Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements.





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.




ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM
4.   CONTROLS AND PROCEDURES





The
Company maintain s 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 the Company’s 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 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, the Company has limited personnel and
therefore segregation of duties is limited.  As the Company’s
operations expand, additional personnel will be employed and respective controls
and procedures will be enhanced. Based on its assessment, management has
restated its conclusion relative to the effectiveness of our internal control
over financial reporting as of March 31, 2009. Accordingly, management now
concludes that our internal control over financial reporting was not effective
at a reasonable assurance level as of March 31, 2009 or at the date of the
filing of the original Form 10-Q for the quarter ended March 31, 2009,
filed with the SEC on May 20, 2009. This restated evaluation of internal
controls is based both on the need for the Company to restate its March 31, 2009
financial statements and the resource deficiencies described
above.  Since the filing of the original March 31, 2009 10-Q, the
Company has hired a new Controller (July 2009) with extensive accounting
experience and is also utilizing the services of an outside financial
consultant.  These personnel improvements along with other planned
improvements in 2009 are expected to remediate and or mitigate any deficiencies
we have identified.





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.


23





PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




We are
not a party to any material legal proceedings.




ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




During
the three months ended March 31, 2009, we raised proceeds of $52,500 in a
private placement.   The Company sold an aggregate of 105,000 common
stock and received gross proceeds of $52,500.




ITEM
3.  DEFAULTS UPON SENIOR SECURITIES




None




ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




On
February 13, 2009, stockholders holding a majority of the voting power of the
Company took action by written consent to amend the Company’s Articles of
Incorporation to change the Company’s name to “GetFugu, Inc.”  The
amendment to the Articles of Incorporation became effective on March 25,
2009.  See the Company’s Definitive Information Statement on Schedule 14C
filed with the Securities and Exchange Commission on March 4, 2009 for
additional information.




ITEM
5. OTHER INFORMATION




None




ITEM
6.  EXHIBITS




31




Certification
of Principal 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 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




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:
      September 18, 2009




25