SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 
20549





FORM 10-Q





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


THE SECURITIES EXCHANGE ACT OF
1934





For Quarterly Period Ended March 31,
2009





or





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


THE SECURITIES EXCHANGE ACT OF
1934





For the transition period from
         
to





Commission File Number333-143845





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 code415-848-8800





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 suchfiling requirements for the past 90
days.


YesýNoo




Indicate by check mark whether the
registrant has submitted electronically and posted on itscorporate 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 shorterperiod that
the registrant was required to submit and post such files).


YesoNo 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 FileroAccelerated FileroNon-accelerated FileroSmaller reporting companyý




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


YesoNoý




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 May 20,
      2009Common Stock, $.001 par
      value
            
            153,282,499










GETFUGU, INC.





INDEX





PART I
            FINANCIAL
      INFORMATION
            3ITEM 1.
            FINANCIAL
      STATEMENTS:
            3Balance Sheets — March 31, 2009
      (Unaudited) and December 31, 2008
            3Statements
      of  Operations (Unaudited) — Quarters ended March 31, 2009 and
      2008
            4Statements of Cash Flows
      (Unaudited) — Quarters ended March 31, 2009 and
2008
            5Notes to Financial
      Statements
            6ITEM 2.
            MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            10ITEM 3.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
            13ITEM 4.
            CONTROLS AND
      PROCEDURES
            13PART II
            OTHER
      INFORMATION
            14ITEM 1.
            LEGAL
      PROCEEDINGS
            14ITEM 1A.
            RISK
FACTORS
            14ITEM 2.
            UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF PROCEEDS
            20ITEM 3.
            DEFAULTS UPON SENIOR
      SECURITIES
            20ITEM 4.
            SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
            20ITEM 5.
            OTHER
      INFORMATION
            20ITEM 6.
            EXHIBITS
            20





2





PART I - FINANCIAL
INFORMATION





ITEM
I — FINANCIAL STATEMENTS





GETFUGU, INC.


BALANCE SHEETS





March 31
            
            
            December 312009
            
            
            2008ASSETS
            
            (Unaudited)CURRENT
    ASSETSCash
            
            $
            52,500
            
            
            $
            —TOTAL
ASSETS
            
            $
            52,500
            
            
            $
            —




LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIES:Accounts
      payable
            
            $
            133,475
            
            
            $
            1,625Accrued
      liability
            
            
            105,000
            
            
            
            —TOTAL CURRENT
      LIABILITIES
            
            
            238,475
            
            
            
            1,625STOCKHOLDERS'
      DEFICIT:Common stock, $.001 par value,
      500,000,000 shares authorized, 115,882,499 and 99,840,000 issued and
      outstanding at March 31, 2009 and December 31, 2008,
      respectively*
            
            
            115,882
            
            
            
            99,840Additional paid in
      capital
            
            
            62,930
            
            
            
            (53,215
            )Accumulated
      deficit
            
            
            (364,787
            )
            
            
            (48,250
            )Total stockholders'
      deficit
            
            
            (185,975
            )
            
            
            (1,625
            )TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIT
            
            $
            52,500
            
            
            $
            —




See accompanying notes to the financial
statements.




*these numbers are post 12 for 1 forward
split which was effectuated on January 23, 2009.




3





GETFUGU, INC.


STATEMENTS OF
OPERATIONS


(UNAUDITED)





Quarter Ended March
      31,2009
            
            
            2008REVENUES
            
            $
            
            
            
            $OPERATING
      EXPENSESSelling, general and
      administrative expenses
            
            
            316,537
            
            
            
            7,770Total operating
      expenses
            
            
            316,537
            
            
            
            7,770NET LOSS APPLICABLE TO COMMON
      STOCKHOLDERS
            
            $
            (316,537
            )
            
            $
            (7,770
            )NET LOSS PER SHARE OF COMMON
      STOCK—Basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )WEIGHTED AVERAGE SHARES
      OUTSTANDING—Basic and diluted*
            
            
            107,082,388
            
            
            
            99,840,000




See accompanying notes to the financial
statements.





*these numbers are post 12 for 1 forward
split which was effectuated on January 23, 2009.




4




GETFUGU, INC.


STATEMENTS OF CASH
FLOWS


(UNAUDITED)





Three Months Ended March
      31,2009
            
            
            2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Loss from
      operations
            
            $
            (316,537
            )
            
            $
            (7,770
            )Adjustments to reconcile net loss
      to net cash used in operating activitiesStock issued in exchange for
      services
            
            
            79,687
            
            
            
            —Changes in operating assets and
      liabilities:Accounts
      payable
            
            
            131,850
            
            
            
            —Accrued
      liability
            
            
            105,000
            
            
            
            —Net cash used in operating
      activities
            
            
            —
            
            
            
            (7,770
            )CASH FLOWS FROM FINANCING
      ACTIVITIES:Net proceeds from issuance of
      common stock
            
            
            52,500
            
            
            
            9,000Net cash provided by financing
      activities
            
            
            52,500
            
            
            
            9,000NET INCREASE IN
      CASH
            
            
            52,500
            
            
            
            1,230CASH, Beginning of
      period
            
            
            —
            
            
            
            2,902CASH, End of
      period
            
            $
            52,500
            
            
            $
            4,132





Three months Ended March
      31,2009
            
            2008SUPPLEMENTAL DISCLOSURE OF CASH
      FLOW INFORMATION:Cash received/(paid) during the
      period for:Interest
            
            $
            —
            
            
            $
            —Income
taxes
            
            $
            —
            
            
            $
            —




During the three months ended March 31,
2009,we issued 15,937,499
shares of our common stock for services received.  We recorded common
stock issuances at an estimated fair value of $0.005 per share based uponmarket value at the time of
issuance.  We
expensed a total of $79,687 in relationship to these stock
issuances.





See accompanying notes to the financial
statements.




5




GETFUGU, INC.


NOTES TO FINANCIAL
STATEMENTS


(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 can download GetFugu application tools to their mobile phone
device.  The GetFugu applications allow consumers to retrieve content
and eliminate the need to type website addresses or search terms into the
device’s internet browser.





We currently have four products under
development.





1.
            See It
      (ARL):“Vision
      recognition” This GetFugu application recognizes logos and products
      through any mobile phone camera. Consumers simply point their phone at a
      logo and retrieve content from the brand owner.2.
            Say It
      (VRL):“Voice
      recognition” The consumer can simply speak into the phone to retrieve
      content. In addition to brand names, the consumer can say generic keywords
      such as “best pizza” or “ATM”.3.
            Find It (GRL):“Location
      recognition”For
      local content, GetFugu is designed to work with the GPS systems in modern
      mobile phones. The application will return content, based on the proximity
      to the user. A keyword of “pizza” will return the five closest pizza
      parlors.  Local businesses can pay for voice-activated key words
      to position themselves at the top of the search list within a geographic
      area.4.
            Get it
      (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.




We were 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 (our then sole director, and our 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 our 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 our then issued and
outstanding shares of common stock from Mr. Lizarraga.





Prior to the closing of the transactions
referenced in the Stock Purchase Agreement, 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 investigating turning its business strategy and activities toward
developing next generation mobile search tools.





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





Effective March 25, 2009, we amended our
Articles of Incorporation to change our name to GetFugu,
Inc.





Effective April 9, 2009, we entered into
an Agreement for the Assignment of Patent Rights (the “Assignment Agreement”)
with MARA Group Ltd.  Pursuant to the Assignment Agreement the Company
acquired eight patent applications (the “Patent Applications”) from MARA Group
Ltd. in exchange for 25 million shares of Common Stock of the
Company.  Prior to the closing of this transaction MARA Group Ltd. was
deemed to be an “affiliate” of ours, as an owner of more than ten (10%) percent
of our outstanding Common Stock.




6




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 $364,787 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, our recovery is dependent
upon future events, the outcome of which is undetermined.  We intend
to continue to attempt to raise additional 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 theUnited States of America.





The unaudited financial statements have
been prepared by us 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 month ended March 31, 2009 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2009.





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.





Cash
and Cash Equivalents— We
consider investments with original maturities of 90 days or less to be cash
equivalents.





Income
Taxes—We record income
taxes in accordance with the provisions of Statement of Financial Accounting
Standards (“SFAS”) No. 109, “Accounting for Income Taxes.”  The
standard requires, among other provisions, an asset and liability approach to
recognize deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the financial statement carrying
amounts and tax basis of assets and liabilities.  Valuation allowances
are provided if, based upon the weight of available evidence, it is more likely
than not that some or all of the deferred tax assets will not be
realized.





Stock-Based
Compensation—The Company
accounts for stock-based compensation in accordance with adopted SFAS No. 123
(revised 2004), “Share-Based Payment,” (“SFAS 123(R)”). SFAS 123(R) requires
recognition of the cost of employee services received in exchange for an award
of equity instruments in the financial statements over the period the employee
is required to perform the services in exchange for the award. SFAS 123(R) also
requires measurement of the cost of employee services received in exchange for
an award. SFAS 123(R) also requires that the excess tax benefits be reported as
financing cash inflows, rather than as a reduction of taxes paid, which is
included within operating cash flows.





SFAS 123(R) provides that income tax
effects of share-based payments are recognized in the financial statements for
those awards that will normally result in tax deduction under existing law.
Under current U.S. federal tax law, the Company would receive a compensation
expense deduction related to non-qualified stock options only when those options
are exercised and vested shares are received. Accordingly, the financial
statement recognition of compensation cost for non-qualified stock options
creates a deductible temporary difference which results in a deferred tax asset
and a corresponding deferred tax benefit in the statement of operations. The
Company does not recognize a tax benefit for compensation expense related to
incentive stock options unless the underlying shares are disposed in a
disqualifying disposition.




7





Net
Loss Per Share— The
Company computes net loss per share in accordance with SFAS No. 128, “Earnings
per Share,” and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). Under the
provisions of SFAS No. 128 and SAB 98, basic and diluted net loss per share is
computed by dividing the net loss available to common stockholders for the
period by the weighted average number of shares of common stock outstanding
during the period.  As of and through March 31, 2009, the Company had not
issued any stock options and warrants.





Concentration
of Credit Risk— Financial
instruments that potentially subject the Company to a concentration of credit
risk consist of cash.  The Company maintains its cash with high credit
quality financial institutions; at times, such balances with any one financial
institution may exceed FDIC insured limits.





Financial
Instruments— Our
financial instruments consist of cash, accounts payable, and notes
payable.  The carrying values of cash, and accounts payable are
representative of their fair values due to their short-term
maturities.





Recently
Issued Accounting Pronouncements—





In March, 2008, the FASB issued FASB
Statement No. 161, “Disclosures about Derivative Instruments and Hedging
Activities”. The new standard is intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity’s financial
position, financial performance, and cash flows. It is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The new standard also improves
transparency about the location and amounts of derivative instruments in an
entity’s financial statements; how derivative instruments and related hedged
items are accounted for under Statement 133; and how derivative instruments and
related hedged items affect its financial position, financial performance, and
cash flows. FASB Statement No. 161 achieves these improvements by requiring
disclosure of the fair values of derivative instruments and their gains and
losses in a tabular format. It also provides more information about an entity’s
liquidity by requiring disclosure of derivative features that are credit
risk–related. Finally, it requires cross-referencing within footnotes to enable
financial statement users to locate important. The adoption of SFAS 161 has not
had a significant impact on our results of operations or financial
position.





In April 2008, the FASB issued FSP
142-3, “Determination of the Useful Life of Intangible Assets”, (“FSP 142-3”).
FSP 142-3 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. FSP
142-3 is effective for fiscal years beginning after December 15, 2008. The
adoption of FSP 142-3 has not had a significant impact on our financial position
and results of operations.





In May 2008, the FASB issued SFAS No.
162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No.
162”). SFAS No. 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements. SFAS No. 162 is effective 60 days following the SEC’s approval of
the Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles”. The implementation of this standard will not have a material impact
on our financial position and results of operations.





In June 2008, the FASB issued FSP EITF
03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1
clarified that all outstanding unvested share-based payment awards that contain
rights to non-forfeitable dividends participate in undistributed earnings with
common shareholders. Awards of this nature are considered participating
securities and the two-class method of computing basic and diluted earnings per
share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning
after December 15, 2008. The adoption of FSP EITF 03-6-1 has not had a
significant impact on our financial position and results of
operations.





In June 2008, the FASB ratified EITF
Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) Is
Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 provides that an
entity should use a two step approach to evaluate whether an equity-linked
financial instrument (or embedded feature) is indexed to its own stock,
including evaluating the instrument’s contingent exercise and settlement
provisions. It also clarifies on the impact of foreign currency denominated
strike prices and market-based employee stock option valuation instruments on
the evaluation. EITF 07-5 is effective for fiscal years beginning after December
15, 2008. The adoption of EITF  07-5 has not had a significant impact
on our financial position and results of operations.




8





In June 2008, the FASB ratified EITF
Issue No. 08-3, “Accounting for Lessees for Maintenance Deposits Under Lease
Arrangements” (“EITF 08-3”). EITF 08-3 provides guidance for accounting for
nonrefundable maintenance deposits. It also provides revenue recognition
accounting guidance for the lessor. EITF 08-3 is effective for fiscal years
beginning after December 15, 2008. The adoption of EITF 08-3 has not had a
significant impact on our financial position and results of
operations.





NOTE 2 – STOCKHOLDERS’
DEFICIT





Private
Placement


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





Issuance of
Shares for Services


During the three months ended March 31,
2009,we issued 15,937,499
shares of our Common Stock for services.We recorded common stock
issuances at an estimated
fair value of $0.005 per share based uponmarket value at the time of
issuance.  We
expensed a total of $79,687 in relationship to these stock
issuances.





NOTE 3 – GOING
CONCERN





The accompanying financial statements
have been prepared in conformity with generally accepted accounting principles
which contemplate continuation of the company as a going concern. However, we
have an accumulated deficit of $364,787 as of March 31, 2009. Our total
liabilities exceeded its total assets by $185,975 as of March 31, 2009. In view
of the matters described above, recoverability of a major portion of the
recorded asset amounts shown in the accompanying balance sheet is dependent upon
our continued operations, which in turn is dependent upon our ability to raise
additional capital, obtain financing and succeed in seeking out suitable
candidates for a business combination with a private company. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or amounts and classification of
liabilities that might be necessary should we be unable to continue as a going
concern.





NOTE 4 – SUBSEQUENT
EVENTS





Effective April 9, 2009, we entered into
an Agreement for the Assignment of Patent Rights (the “Assignment Agreement”)
with MARA Group Ltd.  Pursuant to the Assignment Agreement the Company
acquired eight patent applications (the “Patent Applications”) from MARA Group
Ltd. in exchange for 25 million newly-issued shares of the Company’s common
stock.  Prior to the closing of this transaction MARA Group Ltd. was
deemed to be an “affiliate” of ours, as an owner of more than ten (10%) percent
of our then outstanding common stock.





From April 1, 2009 to May 20, 2009,we raised proceeds of
$475,000 through private placement transactions.  The Company sold an
aggregate of 950,000 common shares and received gross proceeds of
$475,000.




9





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





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





The following discussion contains
certain statements that may be deemed “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such
statements appear in a number of places in this 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





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





We currently have four products under
development.





1.
            See It
      (ARL):“Vision
      recognition” This GetFugu application recognizes logos and products
      through any mobile phone camera. Consumers simply point their phone at a
      logo and retrieve content from the brand owner.2.
            Say It
      (VRL):“Voice
      recognition” The consumer can simply speak into the phone to retrieve
      content. In addition to brand names, the consumer can say generic keywords
      such as “best pizza” or “ATM”.3.
            Find It (GRL):“Location
      recognition”For
      local content, GetFugu is designed to work with the GPS systems in modern
      mobile phones. The application will return content, based on the proximity
      to the user. A keyword of “pizza” will return the five closest pizza
      parlors.  Local businesses can pay for voice-activated key words
      to position themselves at the top of the search list within a geographic
      area.4.
            Get it
      (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.




We were 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 (our then sole director, and our 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 our 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 our then issued and
outstanding shares of common stock from Mr. Lizarraga.




10





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 investigating turning its business strategy and activities toward
developing next generation mobile search tools.





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





Effective March 25, 2009, we amended our
Articles of Incorporation to change our name to GetFugu,
Inc.





Effective April 9, 2009, we entered into
the Assignment Agreement with MARA Group Ltd.  Pursuant to the
Assignment Agreement the Company acquired eight Patent Applications from MARA
Group Ltd. in exchange for 25 million shares of Common Stock of the
Company.  Prior to the closing of this transaction MARA Group Ltd. was
deemed to be an “affiliate” of ours, as an owner of more than ten (10%) percent
of our outstanding Common Stock.





Critical
Accounting Policies and Estimates




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





We assess the potential impairment of
long-lived assets and identifiable intangibles under the guidance of
SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
which states that a long-lived asset should be tested for recoverability
whenever events or changes in circumstances indicate that the carrying amount of
the long-lived asset exceeds its fair value. An impairment loss is recognized
only if the carrying amount of the long-lived asset exceeds its fair value and
is not recoverable.





We base out estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. There can be no assurance that actual
results will not differ from these estimates.





For the
Quarters Ended March 31, 2009 and 2008





Results of
Operations





Selling, General and Administrative
Expenses





Selling, general and administrative
expenses were $316,537 and $7,770 for the quarters ended March 31, 2009 and
2008, respectively.  The increase in expense of $308,767 is due to the
increase in expenses related to the commencement of
operations.




11





Liquidity and Capital
Resources





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





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





We incurred recurring losses from
operations and have an accumulated deficit of $364,787 at March 31,
2009.Primarily
as a result of our recurring losses and our lack of liquidity, the Company has
received a report from our independent auditors that includes an explanatory
paragraph describing the uncertainty as to our ability to continue as a going
concern. We have delayed payment of a substantial amount of accounts payable and
accrued expenses.Management anticipates that our existing
cash, cash equivalents and loans will be sufficient to fund our operations until
June 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 or 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.





From April 1, 2009 to May 20, 2009,we raised proceeds of
$475,000 through private placement transactions.  The Company sold an
aggregate of 950,000 common shares and received gross proceeds of $475,000.
These funds will be used to finance our working capital
needs.





Inflation
and Seasonality





Inflation has not been material to us.
Seasonality has not been material to us.





Recent
Accounting Pronouncements





In March, 2008, the FASB issued FASB
Statement No. 161, “Disclosures about Derivative Instruments and Hedging
Activities”. The new standard is intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity’s financial
position, financial performance, and cash flows. It is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The new standard also improves
transparency about the location and amounts of derivative instruments in an
entity’s financial statements; how derivative instruments and related hedged
items are accounted for under Statement 133; and how derivative instruments and
related hedged items affect its financial position, financial performance, and
cash flows.  FASB Statement No. 161 achieves these improvements by
requiring disclosure of the fair values of derivative instruments and their
gains and losses in a tabular format. It also provides more information about an
entity’s liquidity by requiring disclosure of derivative features that are
credit risk–related. Finally, it requires cross-referencing within footnotes to
enable financial statement users to locate important. The adoption of SFAS 161
has not had a significant impact on our results of operations or financial
position.





In April 2008, the FASB issued FSP
142-3, “Determination of the Useful Life of Intangible Assets”, (“FSP 142-3”).
FSP 142-3 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. FSP
142-3 is effective for fiscal years beginning after December 15, 2008. The
adoption of FSP 142-3 has not had a significant impact on our financial position
and results of operations.





In May 2008, the FASB issued SFAS No.
162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No.
162”). SFAS No. 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements. SFAS No. 162 is effective 60 days following the SEC’s approval of
the Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles”. The implementation of this standard will not have a material impact
on our financial position and results of operations.





In June 2008, the FASB issued FSP EITF
03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1
clarified that all outstanding unvested share-based payment awards that contain
rights to non-forfeitable dividends participate in undistributed earnings with
common shareholders. Awards of this nature are considered participating
securities and the two-class method of computing basic and diluted earnings per
share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning
after December 15, 2008. The adoption of FSP EITF 03-6-1 has not had a
significant impact on our financial position and results of
operations.




12





In June 2008, the FASB ratified EITF
Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) Is
Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 provides that an
entity should use a two step approach to evaluate whether an equity-linked
financial instrument (or embedded feature) is indexed to its own stock,
including evaluating the instrument’s contingent exercise and settlement
provisions. It also clarifies on the impact of foreign currency denominated
strike prices and market-based employee stock option valuation instruments on
the evaluation. EITF 07-5 is effective for fiscal years beginning after December
15, 2008. The adoption of EITF 07-5 has not had a significant impact on our
financial position and results of operations.





In June 2008, the FASB ratified EITF
Issue No. 08-3, “Accounting for Lessees for Maintenance Deposits Under Lease
Arrangements” (“EITF 08-3”). EITF 08-3 provides guidance for accounting for
nonrefundable maintenance deposits. It also provides revenue recognition
accounting guidance for the lessor. EITF 08-3 is effective for fiscal years
beginning after December 15, 2008. The adoption of EITF 08-3 has not had a
significant impact on our financial position and results of
operations.





Off-Balance
Sheet Arrangements– We have no off-balance sheet
arrangements.





ITEM 3.   QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.





ITEM 4.CONTROLS AND
PROCEDURES





We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in our reports under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms and that such
information is accumulated and communicated to 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 effective as of that
date.





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.




13





PART II - OTHER
INFORMATION





ITEM 1.  LEGAL
PROCEEDINGS





We are not a party to any material legal
proceedings.





RISK FACTORS





The following important factors, and the
important factors described elsewhere in this report or in our other filings
with the SEC, could affect (and in some cases have affected) our results and
could cause our results to be materially different from estimates or
expectations.  Other risks and uncertainties may also affect our
results or operations adversely.  The following and these other risks
could materially and adversely affect our business, operations, results or
financial condition.





Risks related to our lack of
liquidity





We have no revenues and have incurred
and expect to continue to incur substantial losses. We will not be successful
unless we reverse this trend.





Through May 20, 2009, we have not
generated any revenues.  As a result, we have generated significant
operating losses since our formation and expect to incur substantial losses and
negative operating cash flows for the foreseeable future.   We
anticipate that our existing cash and cash equivalents will not be sufficient to
fund our business needs. Our ability to continue may prove more expensive than
we currently anticipate and we may incur significant additional costs and
expenses.





We expect that capital outlays and
operating expenditures will continue to increase as we attempt to expand our
infrastructure and development activities and we will require significant
additional capital in order to implement our business plan and continue our
operations.  We may also generate revenues from product sales or the
license of our technology but no assurances can be given as to if or when such
revenues will commence or the amount of such revenues if they do
commence.





If we fail to raise additional capital
or receive substantial cash inflows from additional investors, our business
objectives could be compromised.





We have limited capital resources and
operations to date have been funded with the proceeds from equity and debt
financings.  Primarily as a result of our recurring losses and our lack of
liquidity in connection with our fiscal year ended December 31, 2008, we
received a report from our independent auditors that includes an explanatory
paragraph describing the substantial uncertainty as to our ability to continue
as a going concern.





Even if we obtain additional short term
financing, our business will require substantial additional investment that we
have not yet secured. We cannot be sure how much we will need to spend in order
to develop and market new products, services and technologies in the future. We
expect to continue to spend substantial amounts on development. Further, we will
not have sufficient resources to develop fully any new products, services or
technologies unless we are able to raise substantial additional financing on
acceptable terms or secure funds from new or existing partners. Our failure to
raise capital when needed would adversely affect our business, financial
condition and results of operations, and could force us to reduce or discontinue
our operations at some time in the future, even if we obtain financing in the
near term





If we borrow money to expand our
business, we will face the risks of leverage.





We anticipate that we may in the future
incur debt for financing our growth.  Our ability to borrow funds will
depend upon a number of factors, including the condition of the financial
markets.  The risk of loss in such circumstances is increased because we
would be obligated to meet fixed payment obligations on specified dates
regardless of our revenue.  If we do not meet our debt service payments
when due, we may sustain the loss of our equity investment in any of our assets
securing such debt upon the foreclosure on such debt by a secured
lender.




14





Risks related to our
business





Going Concern.





Primarily as a result of our recurring
losses and our lack of liquidity in connection with our fiscal year ended
December 31, 2008,we received a report from our
independent auditors that includes an explanatory paragraph describing the
substantial uncertainty as to our ability to continue as a going
concern.





We are in the early stages of product
development and our success is uncertain.





We are a development stage company and
are in the early stages of developing our products and services. We have not yet
successfully developed any of our products and services to the final completion
stage. We may fail to develop any products or services, to implement our
business model and strategy successfully or to revise our business model and
strategy should industry conditions and competition change. We cannot make any
assurances that any of our product candidates, if successfully developed, would
generate sufficient revenues to enable us to be profitable. Furthermore, we
cannot make any assurances that we will be successful in addressing these risks.
If we are not, our business, results of operations and financial condition will
be materially adversely affected.





We have a limited operating history and
we may not be able to successfully develop our business.





We have a limited operating history and
our financial health will be subject to all the risks inherent in the
establishment of a new business enterprise.  The likelihood of our success
must be considered in the light of the problems, expenses, difficulties,
complications, and delays frequently encountered in connection with the startup
and growth of a new business, and the competitive environment in which we will
operate.  Our success is dependent upon the successful financing and
development of our business plan.  No assurance of success is offered.
  Unanticipated problems, expenses, and delays are frequently
encountered in establishing a new business and marketing and developing
products.  These include, but are not limited to, competition, the need to
develop customers and market expertise, market conditions, sales, marketing and
governmental regulation.  The failure to meet any of these conditions would
have a materially adverse effect and may force us to reduce or curtail
operations.  No assurance can be given that we can or will ever operate
profitably.





Our limited operating history makes
predicting our future operating results difficult. As a software development
company with a limited history, we face numerous risks and uncertainties in the
competitive markets. In particular, we have not proven that we
can:





           develop
entertainment software in a manner that enables us to be profitable and meet
strategic partner and customer requirements;





           develop
and maintain relationships with key customers and strategic partners that will
be necessary to optimize the market value of our products and
services;





           raise
sufficient capital in the public and/or private markets; or





           respond
effectively to competitive pressures.





If we are unable to accomplish these
goals, our business is unlikely to succeed. Even if we are able to license
certain of our technology to generate revenue we will still be operating at a
significant loss during the course of our software development
program.





If we are unable to establish sales and
marketing capabilities or enter into agreements with third parties to sell and
market products and services we develop, we may not be able to generate product
revenue.





We do not currently have an organization
for the sales, marketing and distribution of software products and related
services. We anticipate that we will seek to enter into strategic alliances,
distribution agreements or other arrangements with third parties to market any
products or services we develop. If we are unable to enter into such agreements,
we would have to build sales, marketing, managerial and other non-technical
capabilities and develop, train and or manage a sales force, all of which would
cause us to incur substantial additional expenses. If we are unable to establish
adequate sales, marketing and distribution capabilities, whether independently
or with third parties, we may not be able to generate product revenue and may
not become profitable.




15





Our software products and services are
subject to the risk of failure inherent in the development of products or
services based on new and unproved technologies.





Because our software is and will be
based on new technologies, it is subject to risk of failure. These risks include
the possibility that:





           our
new approaches will not result in any products or services that gain market
acceptance;





           our
software will unfavorably interact with other types of commonly used software,
thus restricting the circumstances in which it may be used;





           proprietary
rights of third parties will preclude us from marketing a new product;
or





           third
parties will market superior or more cost-effective products or
services.





As a result, our activities, either
directly or through corporate partners, may not result in any commercially
viable products or services.





Our software products and related
services may be subject to future product liability claims. Such product
liability claims could result in expensive and time-consuming litigation and
payment of substantial damages.





The development, testing, marketing,
sale and use of software runs a risk that product liability claims may be
asserted against us if it is believed that the use or testing of our products
and services have caused adverse technology problems to existing systems. We
cannot make assurances that claims, suits or complaints relating to the use of
our technology will not be asserted against us in the future. If a product
liability claim asserted against us was successful, we may be required to limit
commercialization of our technology. Regardless of merit or outcome, claims
against us may result in significant diversion of our management’s time and
attention, expenditure of large amounts of cash on legal fees, expenses and
damages and a decreased demand for our products and services. We cannot make any
assurances that we will be able to acquire or maintain insurance coverage at a
reasonable cost or in sufficient amounts to protect us.





We do not hold any patents on our
technology and it may be difficult to protect our
technology.





We do not have any patents issued or
patents pending.  We do have development work or source code which we
believe has the potential for patent protection.  We will evaluate our
business benefits in pursuing patents in the future.  We protect all of our
development work with confidentiality agreements with our engineers, employees
and any outside contractors.  However, third parties may, in an
unauthorized manner, attempt to use, copy or otherwise obtain and market or
distribute our intellectual property or technology or otherwise develop a
product with the same functionality as our software. Policing unauthorized use
of our software and intellectual property rights is difficult, and nearly
impossible on a worldwide basis. Therefore, we cannot be certain that the steps
we have taken or will take in the future will prevent misappropriation of our
technology or intellectual property, particularly in foreign countries where we
plan to do business or where our software will be sold or used, where the laws
may not protect proprietary rights as fully as do the laws of the United States
or where the enforcement of such laws is not common or
effective.





A dispute concerning the infringement or
misappropriation of our proprietary rights or the proprietary rights of others
could be time consuming and costly and an unfavorable outcome could harm our
business





There is significant litigation in the
software field regarding patents and other intellectual property rights.
Software companies with greater financial and other resources than us have gone
out of business from the cost of patent litigation or from losing a patent
litigation. We may be exposed to future litigation by third parties based on
claims that our software, technologies or activities infringe the intellectual
property rights of others. Although we try to avoid infringement, there is the
risk that we will use a patented technology owned or licensed by another person
or entity and/or be sued for infringement of a patent owned by a third party.
Under current United States law, patent applications are confidential for 18
months following their priority filing date and may remain confidential beyond
18 months if no foreign counterparts are applied for in jurisdictions that
publish patent applications. If our products are found to infringe any patents,
we may have to pay significant damages or be prevented from making, using,
selling, offering for sale or importing such products or services or from
practicing methods that employ such products and services.




16





Confidentiality agreements with
employees and others may not adequately prevent disclosure of our trade secrets
and other proprietary information and may not adequately protect our
intellectual property.





Our success also depends upon the
skills, knowledge and experience of our technical personnel, our consultants and
advisors as well as our licensors and contractors. Because we operate in a
highly competitive field, we rely almost wholly on trade secrets to protect our
proprietary technology and processes. However, trade secrets are difficult to
protect. We enter into confidentiality and intellectual property assignment
agreements with our corporate partners, employees, consultants, outside
scientific collaborators, developers and other advisors. These agreements
generally require that the receiving party keep confidential and not disclose to
third parties all confidential information developed by the receiving party or
made known to the receiving party by us during the course of the receiving
party’s relationship with us. These agreements also generally provide that
inventions conceived by the receiving party in the course of rendering services
to us will be our exclusive property. However, these agreements may be breached
and may not effectively assign intellectual property rights to us. Our trade
secrets also could be independently discovered by competitors, in which case we
would not be able to prevent use of such trade secrets by our competitors. The
enforcement of a claim alleging that a party illegally obtained and used our
trade secrets could be difficult, expensive and time consuming and the outcome
unpredictable. In addition, courts outside the United States may be less willing
to protect trade secrets. The failure to obtain or maintain meaningful trade
secret protection could adversely affect our competitive
position.





Risks related to our
industry





Our technology may become obsolete or
lose its competitive advantage.





The software and services business is
very competitive, fast moving and intense, and we expect it to be increasingly
so in the future. Other companies have developed and are developing software
technologies and related services that, if not similar in type to our software
and services, are designed to address the same end user or customer. Therefore,
there is no assurance that our products or services and any other products or
services we may offer will be the best, the first to market, or the most
economical to make or use. If competitors’ products or services are better than
ours, for whatever reason, our sales could decrease, our margins could decrease
and our products and services may become obsolete.





There are many reasons why a competitor
might be more successful than we are or will be, including:





           Competitors
may have greater financial resources and can afford more technical and
development setbacks than we can.





           Competitors
may have been in the software business longer than we have. They may have
greater experience than us in critical areas like testing, sales and marketing.
This experience or their name recognition may give them a competitive advantage
over us.





           Competitors
may have a better patent position protecting their technology than we either
have or will have. If we cannot prevent others from copying our technology or
developing similar technology, or if we cannot obtain a critical license to
another’s patent that we need to make and use our technology, we would expect
our competitive position to lessen. Because the company that is “first to
market” often has a significant advantage over latecomers, a second place
position could result in less than anticipated sales.




If potential customers do not accept our
products or services, we may never achieve enough sales to make our business
profitable.





The commercial success of our future
products and services will be dependent on their acceptance by potential
customers. Our products and services will be based on technology that has not
been completely proven and is subject to the risks of failure inherent in
products and services based on new technologies. A significant portion of our
resources will be used for research and development and marketing relating to
our proposed products and services. There can be no assurance that we can or
will develop marketable products and services. The failure of our products and
services to achieve market acceptance would have a material adverse effect on
us.




17





Risks related to our common
stock





Our stockholders may not be able to
resell their shares at or above the purchase price paid by such stockholders, or
at all.





Our common stock is listed on the Over
the Counter Bulletin Board trading system (“OTCBB”).  An investment in our
stock may be highly illiquid and subject to significant market volatility. This
volatility may be caused by a variety of factors including low trading volume
and market conditions.





In addition, the value of our common
stock could be affected by:





           actual
or anticipated variations in our operating results;





           changes
in the market valuations of other similarly situated companies providing similar
services or serving similar markets;





           announcements
by us or our competitors of significant acquisitions, strategic partnerships,
joint ventures or capital commitments;





           adoption
of new accounting standards affecting our industry;





           additions
or departures of key personnel;




           introduction
of new products or services by us or our competitors;





           sales
of our common stock or other securities in the open market;





           changes
in financial estimates by securities analysts;





           conditions
or trends in the market in which we operate;





           changes
in our earnings estimates and recommendations by financial
analysts;





           our
failure to meet financial analysts’ performance expectations;
and





           other
events or factors, many of which are beyond our control.





Stockholders may experience wide
fluctuations in the market price of our securities. These fluctuations may have
an extremely negative effect on the market price of our securities and may
prevent a stockholder from obtaining a market price equal to the purchase price
such stockholder paid when the stockholder attempts to sell our securities in
the open market. In these situations, the stockholder may be required either to
sell our securities at a market price which is lower than the purchase price the
stockholder paid, or to hold our securities for a longer period of time than
planned. An inactive market may also impair our ability to raise capital by
selling shares of capital stock and may impair our ability to acquire other
companies by using common stock as consideration or to recruit and retain
managers with equity-based incentive plans





Our stock price may be highly volatile
because of several factors, including a limited public
float.





The market price of our stock may be
highly volatile because there has been a relatively thin trading market for our
stock, which causes trades of small blocks of stock to have a significant impact
on our stock price. You may not be able to resell our common stock following
periods of volatility because of the market’s adverse reaction to
volatility.





Other factors that could cause such
volatility may include, among other things:





           announcements
concerning our strategy;





           litigation;
and





           general
market conditions.




18





The concentrated ownership of our
capital stock may have the effect of delaying or preventing a change in control
of our company.





Our directors, officers, principal
stockholders and their affiliates beneficially own approximately 77.4% of our
outstanding capital stock. The interests of our directors, officers, principal
stockholders and their affiliates may differ from the interests of other
stockholders. Our directors, officers, principal stockholders and their
affiliates will be able to exercise significant influence over all matters
requiring stockholder approval, including the election of directors and approval
of mergers, acquisitions and other significant corporate transactions.
 (See “Principal Stockholders.”)





Our common stock is “a penny stock” and
is subject to special regulations promulgated by the SEC.





The SEC has adopted regulations that
generally define “penny stock” to be an equity security that has a market price
of less than $5.00 per share, subject to specific exemptions. The market price
of our common stock is less than $5.00 per share and therefore we are a “penny
stock” according to SEC rules. This designation requires any broker or dealer
selling these securities to disclose certain information concerning the
transaction, obtain a written agreement from the purchaser and determine that
the purchaser is reasonably suitable to purchase the securities. These rules may
restrict the ability of brokers or dealers to sell our common stock and may
affect the ability of investors hereunder to sell their
shares.





We have never paid dividends and we do
not expect to do so in the near future.





We have never paid cash dividends on our
capital stock and do not anticipate paying any cash dividends for the
foreseeable future.





Investors may lose all of their
investment in us.





Investment in us involves a high degree
of risk.  Investors may never recoup all or part of or realize any return
on their investment.  Accordingly, investors may lose all of their
investment and must be prepared to do so.





We
may experience difficulties in the future in complying with Section 404 of the
Sarbanes-Oxley Act.





As a public company, we are required to
evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of
2002. In this regard, we have and will continue to comply with the internal
control requirements of Section 404 of the Sarbanes-Oxley Act. If we fail to
maintain the adequacy of our internal controls, we could be subject to
regulatory scrutiny, civil or criminal penalties and/or stockholder litigation.
 Any inability to provide reliable financial reports could harm our
business.  Section 404 of the Sarbanes-Oxley Act also requires that our
independent registered public accounting firm report on management’s evaluation
of our system of internal controls for each fiscal year ending on or after
December 15, 2009.  Furthermore, any failure to implement required new or
improved controls, or difficulties encountered in the implementation of adequate
controls over our financial processes and reporting in the future, could harm
our operating results or cause us to fail to meet our reporting
obligations.





If we fail to maintain proper and
effective internal controls in future periods, it could adversely affect our
operating results, financial condition and our ability to run our business
effectively and could cause investors to lose confidence in our financial
reporting.




19





ITEM2.  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 additionalinformation.





ITEM5. 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.




20




SIGNATURES





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





GETFUGU,
    INC.Date: May 20,
      2009
            /s/  BERNARD
      STOLARName: Bernard
      StolarTitle: Chief Executive
      Officer





21




EXHIBIT INDEX





Exhibit
            
            Description31
            
            Certification ofPrincipal Executive Officer and
      Principal Financial Officerpursuant to Exchange Act Rule
      13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley
      Act of 2002.32
            
            Certification ofPrincipalExecutive Officerand Principal Financial
      Officerpursuant to
      18 U.S.C. Section 1350 asadopted pursuantto Section 906 of the
      Sarbanes-Oxley Act of 2002.




22