SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q





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


THE
SECURITIES EXCHANGE ACT OF 1934





For
Quarterly Period Ended June 30, 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 x





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 August 19 , 2009Common
      Stock, $.001 par value
              
              161,645,000





PART
I


GETFUGU,
INC. (A Development Stage Company)





INDEX





Table
      of ContentsFINANCIAL
      INFORMATIONITEM
      1.
                  FINANCIAL
      STATEMENTS:
                  3Condensed
      Balance Sheets — June 30, 2009 (Unaudited) and December 31,
      2008
                  3Condensed
      Statements of  Operations (Unaudited) — Quarters and Six Months
      ended June 30, 2009 and 2008 and Inception to June 30,
2009
                  4Condensed
      Statements of Shareholders’ Equity/(Deficiency) —  June 30,
      2009
                  5Condensed
      Statements of Cash Flows (Unaudited) — Quarters and Six Months ended June
      30, 2009 and 2008 and Inception to June 30, 2009
                  6Notes
      to Financial Statements
                  8ITEM
      2.
                  MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                  15ITEM
      3.
                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                  20ITEM
      4.
                  CONTROLS
      AND PROCEDURES
                  20PART
      II
                  OTHER
      INFORMATION
                  20ITEM
      1.
                  LEGAL
      PROCEEDINGS
                  20ITEM
      1A.
                  RISK
      FACTORS
                  20ITEM
      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
                  21ITEM
      6.
                  EXHIBITS
                  21SIGNATURES
                  22


2


PART I -
FINANCIAL INFORMATION





ITEM
1





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Balance Sheets




June 30,
                                          2009
                                        
                                        
                                        December 31,
                                          2008(Unaudited)ASSETSCurrent
      assetsPrepaid
      expenses and other current assets
                                        
                                        $
                                        12,076
                                        
                                        
                                        $Total
      current assets
                                        
                                        
                                        12,076
                                        
                                        
                                        
                                        -Deposits
      and other assets
                                        
                                        
                                        7,844
                                        
                                        
                                        
                                        -Total
      assets
                                        
                                        $
                                        19,920
                                        
                                        
                                        $
                                        --LIABILITIES
      AND SHAREHOLDERS' DEFICIENCY
                                        
                                        
                                        
                                        
                                        
                                        
                                        --Current
      liabilities
                                        
                                        
                                        
                                        
                                        
                                        
                                        -Accounts
      payable
                                        
                                        $
                                        529,741
                                        
                                        
                                        $
                                        1,625Accrued
      expenses
                                        
                                        
                                        323,273
                                        
                                        
                                        
                                        -Advances
      from related parties
                                        
                                        
                                        141,826
                                        
                                        
                                        
                                        -Other
      current liabilities
                                        
                                        
                                        333,333
                                        
                                        
                                        
                                        -Total
      current liabilities
                                        
                                        
                                        1,328,173
                                        
                                        
                                        
                                        1,625Shareholders'
      deficiencyCommon stock,
      500,000,000 shares authorized; $0.001 par value; 161,645,000
      and 99,840,000 shares issued and outstanding as of June 30, 2009 and
      December 31, 2008,
      respectively
                                        
                                        
                                        161,645
                                        
                                        
                                        
                                        99,840Additional
      paid-in capital
                                        
                                        
                                        11,873,026
                                        
                                        
                                        
                                        (53,215
                                        )Deficit
      accumulated during development stage
                                        
                                        
                                        (13,342,924
                                        )
                                        
                                        
                                        (48,250
                                        )Total
      shareholders’ deficiency
                                        
                                        
                                        (1,308,253
                                        )
                                        
                                        
                                        (1,625
                                        )Total
      liabilities and shareholders’ deficiency
                                        
                                        $
                                        19,920
                                        
                                        
                                        $
                                        -





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


3


GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Operations


(Unaudited)





Inception(March 14, 2007)Three Months Ended
                        
                        
                        Six Months Ended
                        
                        
                        throughJune 30,
                        
                        
                        June 30,
                        
                        
                        June 30,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008
                        
                        
                        2009Revenue
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Operating
      expensesResearch
      and development
                        
                        
                        614,634
                        
                        
                        
                        -
                        
                        
                        
                        614,634
                        
                        
                        
                        -
                        
                        
                        
                        614,634General
      and administrative (includes stock-based compensatioin of $3,383,250 and
      $11,471,833)
                        
                        
                        4,556,940
                        
                        
                        
                        5,232
                        
                        
                        
                        12,680,040
                        
                        
                        
                        13,002
                        
                        
                        
                        12,728,290Total
      operating expenses
                        
                        
                        5,171,574
                        
                        
                        
                        5,232
                        
                        
                        
                        13,294,674
                        
                        
                        
                        13,002
                        
                        
                        
                        13,342,924Net
      Loss
                        
                        $
                        (5,171,574
                        )
                        
                        $
                        (5,232
                        )
                        
                        $
                        (13,294,674
                        )
                        
                        $
                        (13,002
                        )
                        
                        $
                        (13,342,924
                        )Loss
      per share:Basic
      and dilutive loss per share
                        
                        $
                        (.03
                        )
                        
                        $
                        .00
                        
                        
                        $
                        (.10
                        )
                        
                        $
                        .00Basic
      and diluted weighted average shares outstanding
                        
                        
                        153,541,484
                        
                        
                        
                        99,840,000
                        
                        
                        
                        127,712,680
                        
                        
                        
                        99,840,000





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


4





GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Condensed
Statements of Shareholders' Equity / (Deficiency)


From
Inception to June 30, 2009


(Unaudited)





DeficitAccumulatedCommon
      Stock
                                                                            
                                                                            
                                                                            Additional
                                                                            
                                                                            
                                                                            during
                                                                            
                                                                            
                                                                            Shareholders
      'Shares
                                                                            
                                                                            
                                                                            Amount
                                                                            
                                                                            
                                                                            Paid
      in
                                                                              Capital
                                                                            
                                                                            
                                                                            Development
                                                                              Stage
                                                                            
                                                                            
                                                                            Equity
                                                                              (Deficit)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
                                                                            )
                                                                            
                                                                            
                                                                            (26,488
                                                                            )
                                                                            
                                                                            
                                                                            3,152Conversion
      of related party debt August 1, 2008
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            15,000
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            15,000Conversion
      of related party debt December 31, 2008
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,025
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,025Net
      loss for the year ended December 31, 2008
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (21,802
                                                                            )
                                                                            
                                                                            
                                                                            (21,802
                                                                            )Balance
      as of December 31, 2008
                                                                            
                                                                            
                                                                            99,840,000
                                                                            
                                                                            
                                                                            $
                                                                            99,840
                                                                            
                                                                            
                                                                            $
                                                                            (53,215
                                                                            )
                                                                            
                                                                            $
                                                                            (48,250
                                                                            )
                                                                            
                                                                            $
                                                                            (1,625
                                                                            )Shares
      issued for cash March 27, 2009 (at $.50)
                                                                            
                                                                            
                                                                            5,000
                                                                            
                                                                            
                                                                            
                                                                            5
                                                                            
                                                                            
                                                                            
                                                                            2,495
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            2,500Shares
      issued for cash March 30, 2009 (at $.50)
                                                                            
                                                                            
                                                                            100,000
                                                                            
                                                                            
                                                                            
                                                                            100
                                                                            
                                                                            
                                                                            
                                                                            49,900
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            50,000Shares
      issued for consulting services January 6, 2009(at
      $.005)
                                                                            
                                                                            
                                                                            2,000,000
                                                                            
                                                                            
                                                                            
                                                                            2,000
                                                                            
                                                                            
                                                                            
                                                                            8,000
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            10,000Shares
      issued for consulting services January 21, 2009(at
      $.005)
                                                                            
                                                                            
                                                                            250,000
                                                                            
                                                                            
                                                                            
                                                                            250
                                                                            
                                                                            
                                                                            
                                                                            1,000
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            1,250Shares
      issued for consulting services March 4, 2009(at
      $.50)
                                                                            
                                                                            
                                                                            14,500,000
                                                                            
                                                                            
                                                                            
                                                                            14,500
                                                                            
                                                                            
                                                                            
                                                                            7,235,500
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            7,250,000Shares
      issued for consulting services March 18, 2009(at
      $.50)
                                                                            
                                                                            
                                                                            1,250,000
                                                                            
                                                                            
                                                                            
                                                                            1,250
                                                                            
                                                                            
                                                                            
                                                                            623,750
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            625,000Shares
      issued for cash April 3, 2009 (at $.50)
                                                                            
                                                                            
                                                                            800,000
                                                                            
                                                                            
                                                                            
                                                                            800
                                                                            
                                                                            
                                                                            
                                                                            399,200
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            400,000Shares
      issued for compensation April 4, 2009 (at $.50)
                                                                            
                                                                            
                                                                            10,000,000
                                                                            
                                                                            
                                                                            
                                                                            10,000
                                                                            
                                                                            
                                                                            
                                                                            771,250
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            781,250Shares
      issued for patent applications April 9, 2009 (at $.50)(1)
                                                                            
                                                                            
                                                                            25,000,000
                                                                            
                                                                            
                                                                            
                                                                            25,000
                                                                            
                                                                            
                                                                            
                                                                            (25,000
                                                                            )
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Shares
      issued for cash April 13, 2009 (at $.50)
                                                                            
                                                                            
                                                                            100,000
                                                                            
                                                                            
                                                                            
                                                                            100
                                                                            
                                                                            
                                                                            
                                                                            49,900
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            50,000Shares
      issued for consulting services May 12, 2009(at
      $.52)
                                                                            
                                                                            
                                                                            7,800,000
                                                                            
                                                                            
                                                                            
                                                                            7,800
                                                                            
                                                                            
                                                                            
                                                                            2,588,200
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            2,596,000Compensation
      for options granted June 1, 2009
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            222,046
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            222,046Net
      loss for the six months ended June 30, 2009
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (13,294,674
                                                                            )
                                                                            
                                                                            
                                                                            (13,294,674
                                                                            )Balance
      as of June 30, 2009
                                                                            
                                                                            
                                                                            161,645,000
                                                                            
                                                                            
                                                                            $
                                                                            161,645
                                                                            
                                                                            
                                                                            $
                                                                            11,873,026
                                                                            
                                                                            
                                                                            $
                                                                            (13,342,924
                                                                            )
                                                                            
                                                                            $
                                                                            (1,308,253
                                                                            )




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




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


5


GetFugu,
Inc.


(A
Development Stage Company)


(Formally
Known as Madero, Inc.)


Statements
of Cash Flows


(Unaudited)





Six Months
                    Ended
                    June 30,
                    2009
                  
                  
                  Six Months
                    Ended
                    June 30,
                    2008
                  
                  
                  Inception
                    (March 14, 2007)
                    through
                    June 30,
                    2009Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (13,294,674
                  )
                  
                  $
                  (13,002
                  )
                  
                  $
                  (13,342,924
                  )Adjustments
      to reconcile Net Loss to net cashused
      in operating activitiesStock
      based compensation - options
                  
                  
                  222,046
                  
                  
                  
                  
                  
                  
                  
                  222,046Stock
      based compensation - other
                  
                  
                  208,333
                  
                  
                  
                  
                  
                  
                  
                  208,333Amortization
      of deferred compensationAssociated
      with shares issued for services
                  
                  
                  11,263,500
                  
                  
                  
                  
                  
                  
                  
                  11,263,500Changes
      in current assets and liabilities:Deposits
                  
                  
                  (7,844
                  )
                  
                  
                  
                  
                  
                  
                  (7,844
                  )Prepaid
      expenses
                  
                  
                  (12,076
                  )
                  
                  
                  
                  
                  
                  
                  (12,076
                  )Accounts
      payable
                  
                  
                  528,116
                  
                  
                  
                  
                  
                  
                  
                  529,731Accrued
      expenses
                  
                  
                  276,015
                  
                  
                  
                  
                  
                  
                  
                  276,015Payable
      to bank
                  
                  
                  47,258
                  
                  
                  
                  
                  
                  
                  
                  47,258Other
      current liabilities
                  
                  
                  125,000
                  
                  
                  
                  
                  
                  
                  
                  125,000Net
      cash used in operating activities
                  
                  
                  (644,326
                  )
                  
                  
                  (13,002
                  )
                  
                  
                  (690,951
                  )Cash
      flows from investing activities :Net
      Cash flows used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activitiesAdvances
      from a related party
                  
                  
                  141,826
                  
                  
                  
                  15,000
                  
                  
                  
                  141,826Issuance
      of common stock for cash
                  
                  
                  502,500
                  
                  
                  
                  
                  
                  
                  
                  532,100Capital
      contribution – related party
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  17,025Net
      cash provided by financing activities
                  
                  
                  644,326
                  
                  
                  
                  15,000
                  
                  
                  
                  690,951Net
      increase in cash and cash equivalents
                  
                  
                  0
                  
                  
                  
                  1,998
                  
                  
                  
                  0Cash
      and cash equivalents – beginningbalance
                  
                  
                  0
                  
                  
                  
                  2,902
                  
                  
                  
                  0Cash
      and cash equivalents – ending balance
                  
                  $
                  0
                  
                  
                  $
                  4,900
                  
                  
                  $
                  0





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 Cash Flows


Unaudited





Six Months
                      Ended
                      June 30,
                      2009
                    
                    
                    Six Months
                      Ended
                      June 30,
                      2008
                    
                    
                    Inception
                      (March 14, 2007)
                      through
                      June 30,
                      2009Supplementary
      Disclosures of Cash FlowInformation:Cash
      payments made for interest
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -Cash
      payments made for income taxes
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -Non-Cash
      Activity:
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -Common
      stock issued for services
                    
                    $
                    16,912,250
                    
                    
                    
                    -
                    
                    
                    $
                    16,912,250Common
      stock issued to repay loans
                    
                    
                    
                    
                    
                    $
                    17,025
                    
                    
                    $
                    17,025Common
      stock issued for patents
                    
                    $
                    12,500,000
                    
                    
                    
                    
                    
                    
                    $
                    12,500,000





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


7





GETFUGU,
INC.


(Formally
Known as Madero, Inc.)


NOTES
TO FINANCIAL STATEMENTS


(A
Development Stage Company)


(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.


8


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
$13,342,924 at June 30, 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 six
months ended June 30, 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 August 19, 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 six months ended June 30, 2009 and 2008 because, due to the loss
we incurred during such periods, their inclusion would have been anti-dilutive.
Accordingly, basic and diluted 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.





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 related to stock options on which are
included in the condensed statements of operations totaled $222,046 for the
three and six months ended June 30, 2009. Total stock-based compensation
expense included in the condensed statements of operations was $0 for the three
and six months ended June 30, 2008. As of June 30, 2009 the Company
had $666,139 of unvested stock-based compensation at fair value remaining to be
expensed ratably over the period July 2009 through May 2013.


9





The fair value of stock options and
similar stock-based compensation granted is estimated on the date of grant using
the Black-Scholes option valuation model. The Black-Scholes option valuation
model was developed for use in estimating the fair value of traded options that
have no vesting restrictions and are fully transferable. Option valuation models
require the input of highly subjective assumptions, including expected life and
stock price volatility. The following weighted-average assumptions were
used:





For the Six Months
                      Ended
      June 30,2009
                    
                    
                    2008Dividend
      yield
                    
                    
                    0
                    %
                    
                    
                    -
                    %Expected
      life (years)
                    
                    
                    6.25
                    
                    
                    
                    -Risk-free
      interest rate
                    
                    
                    1.65
                    %
                    
                    
                    -
                    %Volatility
                    
                    
                    170
                    %
                    
                    
                    -
                    %





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.





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 $11 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.


10




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.




In
March 2008, the Financial Accounting Standards Board (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.


11




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.




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.


12




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 operations.





NOTE
2 – EQUITY TRANSACTIONS





Private
Placement


During the six months ended June 30,
2009, the Company sold 1,005,000 shares of Common Stock in private placements
resulting in net proceeds totaling $502,500.





Issuance of Shares for
Services


During the six months ended June 30,
2009, the Company issued 35,800,000 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 six months ended June 30, 2009, the Company reported expenses associated
with the issuance of Common Stock for services totaling $11,263,500 related
to stock based compensation.





Included in the 35,800,000 are
16,000,000 shares issued to an officer and a board member.  The shares
vest ratably over the period of the service.  Compensation expense is
recorded as the instruments vest.  The total unvested compensation
expense to be recognized in future periods is $5,648,750.





During the six months ended June 30,
2009, the Company granted  options to an executive to purchase 4
million shares of the Company’s Common Stock  at an exercise price of
$0.30 per share which was the market value of the Company’s Common Stock on the
date of the grant. In accordance with SFAS 123(R) the Company utilized the Black
Scholes calculation methodology to determine the amount of stock based
compensation expense to record associated with the grant of these stock
options.  Accordingly, the Company recorded stock-based compensation
expense during the six months ended June 30, 2009 totaling
$222,046.





Number
      of
                Options
      or
                Warrants
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Weighted
                Average
                Remaining
                Contractual
                Life
                (In
      Years)
              
              
              Aggregate
                Intrinsic
                ValueBalance
      outstanding, December 31, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Granted
              
              
              4,000,000
              
              
              $
              .30
              
              
              
              10
              
              
              
              -Exercised
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Expired
      (vested)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Cancelled
      (unvested)
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Balance
      outstanding June 30, 2009
              
              
              4,000,000
              
              
              
              ,30
              
              
              
              10
              
              
              
              -Exercisable,
      June 30, 2009
              
              
              1,000,000
              
              
              $
              .30
              
              
              
              10
              
              
              
              -




NOTE
3 – RELATED PARTY TRANSACTIONS





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


13




Through
his role as co-founder and the single largest Company shareholder, Freer is
considered to have management control in accordance with SFAS No.
57.  Subsequent to June 30, 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.  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. 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.





As of
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 $372,166 from Newport so that the
advances outstanding totaled $513,666.  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.





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





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





NOTE
4 – RESTATEMENT OF THE MARCH 31, 2008 FORM 10-Q





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 re-evaluated its accounting for the issuance of 15,937,499 shares of
Common Stock for services during the three months ended March 31,
2009.  Accordingly, the accompanying financial statements for the
period inception to June 30, 2009, reflects a correction of an error in the
number of and the valuation of shares issued for services during the three
months ended March 31, 2009.  Following is a summary of the net effect
of the restatement:





·
            Increase
      of shares by 2,062,489 to reflect 17,999,988 shares actually
      issued


·
            Increase
      par value of Common Stock by $8,250 and additional paid-in capital by
      $7,806,562


·
            Increase
      expenses and Net Loss by $7,806,562





The
Company will restate its Form 10-Q for the three month period ended March 31,
2009 to reflect the correction of this error.





NOTE
5 – SUBSEQUENT EVENTS





On August 14, 2009, the Company’s Board
of Directors approved the following:





·
            Authorization
      of 250,000,000 shares of Series A Preferred
  Stock


·
            Stock
      option grants to two executives to purchase 20 million shares of the
      Company’s Common Stock at an exercise price of $.15 which was the market
      value of the common stock on the date of the
  grants




14





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





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.


15





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.





Effective
April 9, 2009, the Company entered into an Agreement for the Assignment of
Patent Rights (the “Assignment Agreement”) with MARA Group Ltd
(“MARA”).  Pursuant to the Assignment Agreement the Company acquired
eight patent applications (the “Patent Applications”) from MARA in exchange for
25 million shares of Common Stock of the Company.  Prior to the
closing of this transaction MARA was deemed to be an “affiliate”, as Carl Freer,
co-founder of the Company and sole owner of MARA owned, approximately 21%
percent of the Company’s outstanding Common Stock.  Subsequent to this
transaction, Freer beneficially owned approximately 37.5% of the Company’s
outstanding Common Stock.  As of June 30, 2009, Freer beneficially
owned approximately 16% of the Company’s outstanding Commons Stock.




Critical Accounting Policies
and Estimates





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





For the Three and Six Months
Ended June 30, 2009 and 2008





Results
of Operations





Revenue





The Company is still in the development
stage and accordingly, there are no revenues for the three and six months ended
June 30, 2009 and 2008.





Research
and Development





Research and development expenses were
$614,634 and $0 for the three months and six months ended June 30, 2009 and
2008, respectively.  The increase in expense is directly related to
the development of software and cost to support the Company’s products under
development.  During the six months ended June 30, 2009, research and
development consisted of $420,409 in salaries and wages, which included $222,046
in stock option compensation, $209,704 for porting and information technology
support costs, and $24,521 for third party consultants.





Selling,
General and Administrative Expenses





Selling,
general and administrative (“SG&A”) expenses were $4,556,940 and $5,232 for
the three months ended June 30, 2009 and 2008, respectively.  The
increase in expense of $4,551,708 is directly related to costs associated with
capital raising efforts and the hiring of employees and consultants in
anticipation of commencing operations.   In 2008, SG&A
consisted solely of professional fees associated with compliance
costs.


16





Selling,
general and administrative SG&A expenses were $12,680,040 and $13,002 for
the six months ended June 30, 2009 and 2008, respectively.  The
increase in expense of $12,627,038 is attributed to costs associated with
capital raising efforts and the hiring of employees and consultants in
anticipation of commencing operations later in 2009.





In 2009,
SG&A included $1,320,554 in salaries and wages, $9,714,111 in professional
services and consulting, $1,735,000 in Board fees, $112,303 in overhead and
corporate costs, $111,725 in travel and entertainment and $49,069 in sales,
marketing and other expenses.   The salary and wages included
$118,895 in cash compensation and $787,250 in stock compensation for the
CEO.   Professional services and consulting consisted of $738,049
in cash compensation and $9,000,583 in stock compensation, and included
$4,529,750 to investment banking and investor relation firms, $1,260,500 in
consulting fees to founders and others assisting in capital raising
efforts, $3,208,333 for consulting services relating to mobile content in the
entertainment industry, and $241,824 for legal, accounting and compliance
services.   Board fees consisted of $45,000 in cash compensation
and $1,690,000 in stock compensation to a Director and Chairman of the
Board.





Liquidity
and Capital Resources





Net cash used in operating activities
totaled $502,500 and $768 for the six months ended June 30, 2009 and 2008,
respectively.





Net cash provided by financing
activities totaled $644,000 and $15,000 for the six months ended June 30, 2009
and 2008, respectively. During the six months ended June 30, 2009, the Company
raised proceeds totaling $502,500 through private placement and $141,500 through
an advance from a related party.  The Company sold an aggregate of
1,105,000 common shares at a price of $0.50 per share of Common Stock and
received gross proceeds of $502,500.





The Company incurred losses from
operations and has an accumulated deficit of d $13,294,674 for the six months
ending June 30, 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.





Inflation
and Seasonality





Neither
inflation nor seasonality have been material to the Company.





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, if one were to occur.


17




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 Financial Accounting Standards Board (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.




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.


18


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.





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.


19





ITEM 3.   QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





Not applicable.





ITEM 4.CONTROLS AND
PROCEDURES





The Companymaintainsdisclosure
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 werenoteffective 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.





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.





PART
II – OTHER INFORMATION





Item
1. Legal Proceedings.





We are not a party to any material legal
proceedings.





Item 2. Unregistered Sales of Equity
Security and Use of Proceeds.





None.




Item
3. Defaults Upon Senior Securities





None.





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





None.


20





Item
5. Other Information





None.





Item
6. Exhibits and Reports on Form 8-K





Exhibits





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





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





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





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





(c)
Reports on Form 8-K




Current
Report on Form 8-K, filed on —————





(d)
Other Exhibits




None


21


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 STOLARPrincipalExecutive
      Officerand Principal Financial
      OfficerDate:
      August —, 2009




22





EXHIBIT
INDEX





Exhibit
                    
                    Description31
                    
                    Certification
      of President, 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 the Company’s Principal Executive
      Officer,and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.


23