QUARTERLY
      REPORT






UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 FORM
        10-QSB
 
 (MARK
        ONE)
 
 x QUARTERLY
        REPORT
        UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
        EXCHANGE ACT OF 1934
 
 For
        the
        quarterly period ended March 31, 2007
 
 
 o TRANSITION
        REPORT
        UNDER SECTION 13 OR 15(d) OF
 THE
        EXCHANGE ACT
 
 For
        the
        transition period from ___ to ___
 
 Commission
        file number: 333-5278-NY
 
 Migo
        Software, Inc.
 
 (Exact
        Name of small business issuer as Specified in Its Charter)
 
 Delaware
              
              94-3334052(State
                  or Other Jurisdiction of
                Incorporation
                  or Organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 555
                  Twin Dolphin Drive, Suite 650
                Redwood
                  City, California
              
              94065(Address
                  of Principal Executive Offices)
              
              (Zip
                  Code)
 
 Registrant's
        telephone number, including area code: (650) 232-2600
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities Exchange Act during the past 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 checkmark whether the registrant is a shell company (as defined in Rule
        12b-2
        of the Exchange Act). Yes o No
x
 
 
 As
        of May
        1, 2007, there were 93,734,342 shares of the issuer's common stock, $0.0001
        par
        value per share ("Common Stock"), outstanding.
 
 Transitional
        Small Business Disclosure Format (check one): Yes o No x
 QUARTERLY
          REPORT
  TABLE
          OF
          CONTENTS
  PART
                    I. FINANCIAL INFORMATION
                3Item
                    1. Financial Statements
                3Consolidated
                    Balance Sheet - March 31, 2007 - Unaudited
                3Consolidated
                    Statements of Operations - Three months ended March 31, 2007
                    and 2006 -
                    Unaudited
                4Consolidated
                    Statements of Cash Flows - Three months ended March 31, 2007
                    and 2006 -
                    Unaudited.
                5Notes
                    to Consolidated Financial Statements
                6Item
                    2. Management's Discussion and Analysis
                13Item
                    3. Controls and Procedures
                16PART
                    II. OTHER INFORMATION
                16Item
                    1. Legal Proceedings
                16Item
                    2. Unregistered Sales of Equity Securities and Use of
                    Proceeds
                16Item
                    3. Defaults Upon Senior Securities
                16Item
                    4. Submission of Matters to a Vote of Security Holders
                16Item
                    5. Other Information
                16Item
                    6. Exhibits
                17SIGNATURES
                17




2




PART
        I.
        FINANCIAL INFORMATION
 
 Item
        1.
        Financial Statements
 
 MIGO
        SOFTWARE, INC. AND SUBSIDIARIES
 CONSOLIDATED
        BALANCE SHEET
 MARCH
        31,
        2007 (UNAUDITED)
 **ASSETS*****Current
                    Assets:***Cash
                    and cash equivalents
                
                $
                1,029,197Short-term
                    investments
                
                
                1,387,518Accounts
                    receivable, net of allowance for doubtful accounts of $10,000
                
                
                283,234Inventory
                
                
                122,942Other
                    current assets
                
                
                14,959Total
                    current assets
                
                
                2,837,850PROPERTY
                      AND EQUIPMENT, net of accumulated depreciation of
                      $17,429
                
                
                33,934OTHER
                    ASSETS:Goodwill
                
                
                1,396,864Intangible
                    assets, net of accumulated amortization of $1,671,182
                
                
                4,001,155Other
                    assets
                
                
                105,833**TOTAL
                    ASSETS**
                
                $
                8,375,636**LIABILITIES
                    AND STOCKHOLDERS' EQUITY*****Current
                    Liabilities:***Accounts
                    payable
                
                $
                495,520Accrued
                    compensation
                
                
                169,161Deferred
                    revenue
                
                
                1,510,000Capitalized
                    lease obligations
                
                
                5,269Accrued
                    liabilities
                
                
                221,674Total
                    current liabilities
                
                
                2,401,624Commitments
                    and contingencies**Stockholders'
                    Equity:**Junior
                    A Preferred stock, $.0001 par value; 5,000,000 shares authorized,
                    769,575
                    shares issued and outstanding; preference upon liquidation of
                    $2,600,000
                
                
                78Common
                    stock, $.0001 par value; 100,000,000 shares authorized; 93,734,342
                    shares
                    issued and outstanding
                
                
                9,372Additional
                    paid in capital in excess of par value
                
                
                52,989,048Treasury
                    Stock
                
                
                (386,400
                )Accumulated
                    Deficit
                
                
                (46,638,086
                )**Total
                    stockholders' equity**
                
                
                5,974,012**TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY**
                
                $
                8,375,636
  
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  3
 
 MIGO
        SOFTWARE, INC. AND SUBSIDIARIES
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 THREE
        MONTHS ENDED MARCH 31, 2007 AND 2006 (UNAUDITED)
 2007
                
                2006**Revenues**
                
                $
                712,512
                
                $
                41,229Cost
                    of Sales
                
                
                355,619
                
                
                156,044Gross
                    Profit (Loss)
                
                
                356,893
                
                
                (114,815
                )Operating
                    ExpensesResearch
                    and development
                
                
                748,256
                
                
                360,053Sales
                    and marketing
                
                
                595,348
                
                
                262,390General
                    and administrative
                
                
                997,798
                
                
                1,224,201Total
                    operating expenses
                
                
                2,341,402
                
                
                1,846,644Non-operating
                    Income (Expense)Interest
                    , net
                
                
                33,488
                
                
                63,912Decrease
                    in warrant liability
                
                
                -
                
                
                166,538Other
                    expense
                
                
                -
                
                
                (283,305
                )Total
                    non-operating income (expense)
                
                
                33,488
                
                
                (52,855
                )Loss
                    Before Income Taxes
                
                
                (1,951,021
                )
                
                (2,014,314
                )Provision
                    for Income Taxes
                
                
                -
                
                
                -**Net
                    Loss**
                
                $
                (1,951,021
                )
                $
                (2,014,314
                )Basic
                    and Diluted net loss attributable to common stockholders per
                    share
                
                $
                (0.02
                )
                $
                (0.04
                )Weighted
                    Average Shares Outstanding - Basic and Diluted
                
                
                93,727,800
                
                
                56,214,838
   The
        accompanying notes are an integral part of these consolidated financial
        statements.
  4
  **MIGO
        SOFTWARE, INC. AND SUBSIDIARIES**
 **Consolidated
        Statements of Cash Flows**
 **Three
        Months Ended March 31, 2007 and 2006 (Unaudited)**
 **2007**
                
                **2006**Cash
                    Flows from Operating Activities:Net
                    loss
                
                $
                (1,951,021
                )
                $
                (2,014,314
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Inventory
                    write-downs
                
                
                2,572
                
                
                11,122Depreciation
                    and amortization
                
                
                251,300
                
                
                140,805Amortization
                    of deferred compensation
                
                
                -
                
                
                132,230Re-measurement
                    of warrants to fair value
                
                
                -
                
                
                (166,538
                )Stock
                    based compensation
                
                
                147,112
                
                
                494,134Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                (264,562
                )
                
                (525
                )Inventory
                
                
                (58,563
                )
                
                313Other
                    current assets
                
                
                21,284
                
                
                71,461Other
                    assets
                
                
                29,167
                
                
                (9,000
                )Accounts
                    payable
                
                
                172,899
                
                
                13,873Accrued
                    compensation
                
                
                (19,786
                )
                
                20,294Accrued
                    liabilities
                
                
                (202,326
                )
                
                (456,018
                )Deferred
                    revenue
                
                
                830,000
                
                
                -Net
                    cash used in operating activities
                
                
                (1,041,924
                )
                
                (1,762,163
                )Cash
                    Flows from Investing Activities:Purchases
                    of available-for-sale investments
                
                
                -
                
                
                (3,942,164
                )Proceeds
                    from sale of available-for-sale investments
                
                
                1,767,276
                
                
                -Purchase
                    of equipment
                
                
                -
                
                
                (1,073
                )Net
                    cash provided by (used in) investing activities
                
                
                1,767,276
                
                
                (3,943,237
                )Cash
                    Flows from Financing Activities:Payment
                    of equity financing costs
                
                
                -
                
                
                (413,483
                )Proceeds
                    from sale of common stock
                
                
                -
                
                
                3,975,000Repayment
                    of capitalized lease obligations
                
                
                (790
                )
                
                -Net
                    cash (used in) provided by financing activities
                
                
                (790
                )
                
                3,561,517NET
                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                724,562
                
                
                (2,143,883
                )CASH
                    AND CASH EQUIVALENTS, Beginning of period
                
                
                304,635
                
                
                2,510,704CASH
                    AND CASH EQUIVALENTS, End of period
                
                $
                1,029,197
                
                $
                366,821**Non-cash
                    investing and financing activity:**Restricted
                    Stock Issued
                
                $
                -
                
                $
                65,000Common
                    Stock Purchase Warrant Issued to Placement Agent
                
                $
                -
                
                $
                246,971**Supplemental
                    Disclosure of cash paid for :**Interest
                
                $
                -
                
                
                -Income
                    Taxes
                
                $
                800
                
                $
                800
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
 5
  Migo
        Software, Inc. and Subsidiaries
 Notes
        to
        Consolidated Financial Statements (Unaudited)
 Quarter
        Ended March 31, 2007
 
 1.
        Interim Financial Data and Basis of Presentation
 
 The
        accompanying unaudited financial statements have been prepared by Migo Software,
        Inc. ("the Company") in accordance with accounting principles generally accepted
        in the United States of America ("US GAAP"). In the opinion of management,
        the
        accompanying unaudited financial statements contain all adjustments, consisting
        only of those of a normal recurring nature, necessary for a fair presentation
        of
        the Company's financial position, results of operations and cash flows at
        the
        dates and for the periods indicated. These financial statements should be
        read
        in conjunction with the financial statements and notes related thereto, included
        in the Annual Report on Form 10-KSB for the year ended December 31, 2006.
 
 These
        results for the period ended March 31, 2007 are not necessarily indicative
        of
        the results to be expected for other interim periods or the full fiscal year.
        The preparation of the financial statements in conformity with US GAAP 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.
 
 Forward-Looking
        Statements
 
 This
        Quarterly Report on Form 10-QSB contains forward-looking statements including,
        without limitation, statements concerning the future of the industry in which
        the Company operates, its product development plans, business strategy,
        financial estimates, continued acceptance of its products and dependence
        on
        significant distributors and customers. In some cases, you can identify
        forward-looking statements by terminology such as “may", "will", "should",
        "expects", "plans", "anticipates", "believes", "estimates", "predicts",
        "potential", "continue" or the negative of such terms or other comparable
        terminology. You should not place undue reliance on the forward-looking
        statements contained in this document. When considering forward-looking
        statements, you should keep in mind the risk factors and other cautionary
        statements made in this Quarterly Report on Form 10-QSB and in the Company's
        other SEC filings. Forward-looking statements, particularly those concerning
        anticipated events relating to the development and marketing of the Company's
        products and the timing or magnitude of those events, are inherently uncertain.
        The risk factors and other considerations noted in the Company's SEC filings
        could cause the Company's actual results to differ significantly from those
        contained in any forward-looking statements.
 
 
 2. **SUMMARY
        OF S IGNIFICANT A CCOUNTING P OLICIES**
  *Basis
        of Presentation* - The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States (''US GAAP"),
        which contemplate continuation of the Company as a going concern. However,
        the
        Company is subject to the risks and uncertainties associated with a new
        business, has limited sources of revenue, and has incurred significant losses
        from operations. These matters raise doubt about the Company's ability to
        continue as a going concern. From inception, the Company has never been
        profitable and has sustained substantial net losses from operations. There
        can
        be no assurance that it will ever generate sufficient revenues from its
        operating activities, or that it will achieve and sustain a profit during
        any
        future period, particularly if operations remain at current levels. Management
        estimates that the current funds available and on-hand along with expected
        revenues for 2007 will be adequate to fund operations throughout
        2007.
  6
  *Principles
        of Consolidation* - The
        consolidated financial statements include the accounts of the Company and
        its
        wholly-owned subsidiaries, PowerHouse Acquisition LLC and PowerHouse Studios,
        Inc. All significant inter-company accounts and transactions have been
        eliminated in consolidation.
  *Use
        of Estimates* - The
        preparation of financial statements in conformity with US GAAP 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 reported periods. Management bases its estimates and
        assumptions on historical experience and on various other assumptions that
        it
        believes are reasonable under the circumstances. Actual results could differ
        from those estimates. Significant estimates include the valuation of acquired
        goodwill and intangible assets, and revenue recognition.
  *Cash
        and Cash Equivalents* - The
        Company considers temporary liquid investments with an original maturity
        of
        three months or less to be cash equivalents.
 
 *Inventory*  ** -
        Inventory is valued at the lower of cost or market with cost determined by
        the
        first-in, first-out method. At March 31, 2007, inventory consisted primarily
        of
        packaging material and assembled boxes of retail software. The Company regularly
        evaluates its ability to realize the value of its software and hardware
        inventory based on a combination of factors, including historical usage rates,
        forecasted sales, product life cycles, and market acceptance of new products.
        When inventory that is obsolete or in excess of anticipated usage is identified,
        it is written down to realizable salvage value or an inventory valuation
        reserve
        is established.
  *Property
        and Equipment* -
        Property and equipment are stated at cost. Depreciation is computed using
        the
        straight-line method over estimated useful lives of three to five years.
        Leasehold improvements are amortized over the shorter of the lease term or
        the
        estimated useful life. The Company capitalizes costs associated with acquiring
        and installing software to be used for internal purposes.
  *Goodwill* -
        Goodwill represents the excess of acquisition costs over the fair value of
        tangible net assets and identifiable intangible assets of businesses acquired.
        Goodwill and certain other intangible assets deemed to have indefinite lives
        are
        not amortized. Intangible assets determined to have definite lives are amortized
        over their useful lives. Goodwill and indefinite lived intangible assets
        are
        subject to impairment testing annually as of December 31, or whenever events
        or
        changes in circumstances indicate that the carrying amount may not be fully
        recoverable, using the guidance and criteria described in Statement of Financial
        Accounting Standards No. 142, *Goodwill
        and Other Intangible Assets.* This
        testing compares carrying values to fair values and, when appropriate, the
        carrying value of these assets is reduced to fair value.
  *Other
        Intangible Assets* - Other
        intangible assets include software technology assets (acquired as part of
        the
        First Person Software acquisition in 2004) and intangible assets acquired
        from
        StompSoft. Intangible assets are stated at cost. Amortization of software
        technology assets is computed using the revenue or straight-line method,
        whichever is greater, over an estimated useful life of five years. Intangible
        assets acquired from StompSoft have a weighted average useful life of
        approximately 6.5 years. Amortization of such StompSoft intangible assets
        is
        computed using the straight-line method over the following estimated useful
        lives:
 
 Existing
                  Product/Unpatented Technology
              
              
              4
                  yearsTrademarks/Trade
                  Names
              
              
              10
                  yearsCustomer
                  relationships
              
              
              10
                  yearsNon-Compete
                  agreement
              
              
              2
                  years
  *Impairment
        of Long-Lived Assets* -
        Property, equipment, intangible and certain other long-lived assets are
        depreciated or amortized over their useful lives. Useful lives are based
        on
        management's estimates of the period that the assets will generate revenues.
        Long-lived assets are written down to fair value whenever events or changes
        indicate that the carrying amount of an asset may not be recoverable. The
        Company's policy is to review the recoverability of all long-lived assets
        at a
        minimum of once per year and record an impairment loss when the fair value
        of
        the assets does not exceed the carrying amount of the asset.
  7
 
 *Revenue
        Recognition* - The
        Company recognizes revenue in accordance with Statement of Accounting Position
        ("SOP") 97-2, *Software
        Revenue Recognition* , as
        amended, and Staff Accounting Bulletin ("SAB") No. 104, *Revenue
        Recognition* .
  The
        Company recognizes revenue from sales through the Company's website after
        the 30
        day return period has lapsed. The Company's software products are licensed
        on a
        perpetual basis. Revenue from the sale of software licenses is recognized
        only
        when persuasive evidence of an arrangement exists, the product has been
        delivered, the fee is fixed or determinable and collection of the resulting
        receivable is reasonably assured. For sales over the Internet, the Company
        uses
        a credit card authorization as evidence of an arrangement.
  Revenue
        from direct sale contracts of the Company's products to commercial users
        is
        recognized based on the terms of the agreement, after the product has been
        delivered, and collection of the resulting receivable is reasonably assured.
        Revenue from distributors is recognized when the product has been sold to
        third
        party customers.
  We
        evaluate the recognition of revenue based on the criteria set forth in
        SOP 97-2, *Software
        Revenue Recognition* , as
        amended by SOP 98-9, *Modification
        of SOP 97-2, Software Revenue Recognition, With Respect to Certain
        Transactions* and SAB
        No. 101, *Revenue
        Recognition in Financial Statements* ,
        as
        revised by SAB No. 104, *Revenue
        Recognition.* We
        evaluate revenue recognition using the following basic criteria and recognize
        revenue when all four of the following criteria are met:
 ·
                Evidence
                    of an arrangement: Evidence of an agreement with the customer
                    that
                    reflects the terms and conditions todeliver
                    products must be present in order to recognize revenue. For sales
                    over the
                    Internet, the Company uses a credit card authorization as evidence
                    of an
                    arrangement.
 
 ·
                Delivery:
                    Delivery is considered to occur when the products are shipped
                    and risk of
                    loss and reward have beentransferred
                    to the customer.
 
 ·
                Fixed
                    or determinable fee: If a portion of the arrangement fee is not
                    fixed or
                    determinable, the Company recognizesthat
                    amount as revenue when the amount becomes fixed or
                    determinable.
 
 ·
                Collection
                    is deemed probable: At the time of the transaction, the Company
                    conducts a
                    credit review of each customerinvolved
                    in a significant transaction to determine the creditworthiness
                    of the
                    customer. Collection is deemed probableif
                    the Company expects the customer to be able to pay amounts under
                    the
                    arrangement as those amounts become due. If the Company determines
                    that
                    collection is not probable, it recognizes revenue when collection
                    becomes
                    probable (generallyupon
                    cash collection).
 Determining
        whether and when some of these criteria have been satisfied often involves
        assumptions and judgments that can have a significant impact on the timing
        and
        amount of revenue reported. For example, for multiple element arrangements,
        the
        Company must make assumptions and judgments in order to: (1) determine
        whether and when each element has been delivered; (2) determine whether
        undelivered products or services are essential to the functionality of the
        delivered products and services; (3) determine whether vendor-specific
        objective evidence of fair value ("VSOE") exists for each undelivered element;
        and (4) allocate the total price among the various elements the Company
        must deliver. Changes to any of these assumptions or judgments, or changes
        to
        the elements in a software arrangement, could cause a material increase or
        decrease in the amount of revenue reported in a particular period.
 
 *Product
        Revenue* *:* Product
        revenue, including sales to retailers, resellers and distributors ("channel
        partners"), is recognized when the above criteria are met.
 
 *Shipping
        and Handling*  *:* In
        accordance with Emerging Issues Task Force ("EITF") Issue No. 00-10, *Accounting
        for Shipping and Handling Fees and Costs* ,
        the
        Company recognizes amounts billed to customers for shipping and handling
        as
        revenue. Additionally, shipping and handling costs incurred by the Company
        are
        included in cost of goods sold.
 
 *OEM
        Software Licenses* *:* The
        Company licenses software rights to manufacturers of products in related
        industries (for example, flash drives or other computer accessories) to include
        certain of its products with the manufacturer's product. The Company calls
        these combined products "OEM bundles". These OEM bundles generally require
        either the customer to pay an upfront nonrefundable fee, as in the case of
        Kingston Technology Company, or the Company receives a fee once the consumer
        uses the product and elects to purchase it over the internet, such
        as the Company's agreement with Sandisk.
  8
  *Bad
        Debt Reserves* - The
        Company analyzes customer concentrations, customer credit-worthiness, current
        economic trends, and historical experience when evaluating the adequacy of
        the
        allowance for doubtful accounts. At March 31, 2007, management believed that
        all
        accounts receivable were collectible.
 
 *Advertising
        Costs* - The
        Company generally expenses advertising costs as incurred. Cooperative
        advertising with the Company's channel partners is accrued when revenue is
        recognized and such amounts are included in marketing and sales expense if
        there
        is a separate identifiable benefit for which the Company can reasonably estimate
        the fair value of the benefit identified. Otherwise, they are recognized
        as a
        reduction of net revenue. The Company then reimburses the channel partner
        when
        qualifying claims are submitted.
 
 *Software
        Development Costs* -
        Research and development costs, which consist primarily of software development
        costs, are expensed as incurred, and totaled $748,256 and $360,053 for the
        three
        months ending March 31, 2007 and 2006, respectively. SFAS No. 86, *Accounting
        for the Cost of Computer Software to be Sold, Leased, or Otherwise
        Marketed* ,
        provides for the capitalization of certain software development costs incurred
        after technological feasibility of the software is established or for
        development costs that have alternative future uses. Under the Company's
        current
        practice of developing new products, the technological feasibility of the
        underlying software is not established until substantially all product
        development is complete, which generally includes the development of a working
        model. The software development costs that have been capitalized to date
        have
        been insignificant.
  *Basic
        and Diluted Loss Per Share* - In
        accordance with Financial Accounting Standards Board ("FASB") SFAS No. 128, *Earnings
        Per Share* , the
        basic loss per common share, which excludes dilution, is computed by dividing
        the net loss available to common shareholders by the weighted average number
        of
        common shares outstanding. Diluted loss per common share reflects the potential
        dilution that could occur if all potential common shares had been issued
        and if
        the additional common shares were dilutive. As a result of net losses for
        all
        periods presented, there is no difference between basic and diluted loss
        per
        share of Common Stock. Potential shares of common stock to be issued upon
        the
        exercise of all stock options and warrants amounted to 45,693,350 shares
        as of
        March 31, 2007.
  *Comprehensive
        Loss* -
        Comprehensive loss is comprised of net loss and other comprehensive income
        (loss). Other comprehensive income (loss) includes certain changes in
        stockholders' equity that are excluded from net loss, such as unrealized
        gains
        and losses on marketable securities and currency translation adjustments.
        Comprehensive income (loss) for each of the three months ended March 31,
        2007
        and 2006 equals net loss.
  *Stock-Based
        Compensation* - In
        December 2004, the FASB issued SFAS No. 123R, *Share
        Based Payment.* SFAS No.
        123R establishes the accounting for grants of stock options and other
        transactions in which an entity exchanges its equity instruments for goods
        or
        services. It also addresses transactions in which an entity incurs liabilities
        in exchange for goods or services that are based on the fair value of the
        entity's equity instruments or that may be settled by the issuance of those
        equity instruments. SFAS No. 123R (1) revises SFAS No. 123, *Accounting
        for Stock-Based Compensation* ,
        (2)
        supersedes Accounting Principles Board ("APB") Opinion No. 25, *Accounting
        for Stock Issued to Employees* , and
        (3) establishes fair value as the measurement objective for share-based payment
        transactions. The Company adopted SFAS 123R effective January 1, 2005 in
        accordance with the standard's early adoption provisions. Prior to January
        1,
        2005, the Company's Board of Directors had not approved the granting of any
        stock options. As such, the Company decided to follow the provisions of SFAS
        No.
        123R on a prospective basis, and for the three months ended March 31, 2007
        and
        2006, the Company recorded $147,112 and $494,134, respectively, of compensation
        expense related to the granting of stock options to employees.
  *Fair
        Value of Financial Instruments* - The
        estimated fair values for financial instruments under SFAS No. 107, *Disclosures
        about Fair Value of Financial Instruments* ,
        are
        determined at discrete points in time based on relevant market information.
        These estimates involve uncertainties and cannot be determined with precision.
        For certain of the Company's financial instruments, including certain assets,
        accounts payable, and accrued liabilities, the carrying amounts approximate
        fair
        value due to their maturities.
 
 *Concentrations
        of Credit Risk* - Credit
        risk represents the accounting loss that would be recognized at the reporting
        date if counter parties failed completely to perform as contracted. The
        Company's product revenues are concentrated in the software industry, which
        is
        highly competitive and rapidly changing. Significant technological changes
        in
        the industry or customer requirements, or the emergence of competitive products
        with new capabilities or technologies, could adversely affect operating results.
        Concentrations of credit risk (whether on or off balance sheet) that arise
        from
        financial instruments exist for groups of customers or counter parties when
        they
        have similar economic characteristics that would cause their ability to meet
        contractual obligations to be similarly affected by changes in economic or
        other
        conditions described below.
  9
 
 Financial
        instruments that subject the Company to credit risk consist of cash balances
        maintained in excess of federal depository insurance limits and accounts
        receivable, which have no collateral or security. The Company maintains its
        cash
        balances with high credit quality financial institutions. At times, cash
        deposits may be in excess of Federal Deposit Insurance Corporation's limits.
        To
        date, the Company has not experienced any such losses and believes it is
        not
        exposed to any significant credit risk with respect to its cash
        balances.
 
 *Financial
        Instruments* - The
        Company's financial instruments consist primarily of cash and cash equivalents
        and auction rate securities. These balances, as presented in the consolidated
        financial statements at March 31, 2007 and 2006, approximate their fair
        value.
 
 *Short-term
        Investments* - The
        Company's short-term investments consist primarily of Auction Rate Securities,
        or ARS, which represent funds available for current operations. In accordance
        with SFAS, No. 115, *Accounting
        for Certain Investments in Debt and Equity Securities,* these
        short-term investments are classified as available-for-sale and are carried
        at
        cost or par value, which approximates the fair market value. These securities
        have stated maturities beyond three months but are priced and traded as
        short-term instruments.
 
 *Income
        Taxes* - The
        Company accounts for income taxes using the asset and liability method, as
        set
        forth in SFAS No. 109, *Accounting
        for Income Taxes* ,
        wherein
        deferred tax assets and liabilities are recognized for the future tax
        consequences attributable to differences between financial statement carrying
        amounts of existing assets and liabilities and their respective tax bases.
        Deferred tax assets and liabilities are measured using enacted tax rates
        expected to apply to taxable income in the years in which the temporary
        differences are expected to be recovered or settled. Reserves against deferred
        tax assets are provided when management cannot conclude that realization
        of such
        assets is probable.
  *Recently
        Issued Accounting Pronouncements* In
        February 2006, the FASB issued SFAS No. 155, *Accounting
        for Certain Hybrid Financial Instruments,* which
        amends SFAS No. 133, *Accounting
        for Derivative Instruments and Hedging Activities* and SFAS
        No. 140, *Accounting
        for the Impairment or Disposal of Long-Lived Assets* .
        Specifically, SFAS No. 155 amends SFAS No. 133 to permit fair value
        remeasurement for any hybrid financial instrument with an embedded derivative
        that otherwise would require bifurcation, provided the whole instrument is
        accounted for on a fair value basis. Additionally, SFAS No. 155 amends SFAS
        No.
        140 to allow a qualifying special purpose entity to hold a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument. SFAS No. 155 applies to all financial instruments acquired
        or issued after the beginning of an entity's first fiscal year that begins
        after
        September 15, 2006, with early application allowed. The adoption of SFAS
        No. 155
        is not expected to have a material impact on the Company's results of operations
        or financial position.
  In
        July
        2006, the FASB issued FASB Interpretation ("FIN") No. 48, *Accounting
        for Uncertainty in Income Taxes - an Interpretation of FASB Statement
        109* .
        FIN 48
        clarifies the accounting for uncertainty in income taxes recognized in an
        enterprise's financial statements in accordance with FASB Statement No. 109, *Accounting
        for Income Taxes* .
        FIN 48
        prescribes a comprehensive model for recognizing, measuring, presenting and
        disclosing in the financial statements tax positions taken or expected to
        be
        taken on a tax return.
 
 The
        Company adopted the provisions of FIN 48 as of January 1, 2007. As of
        the date of adoption, the Company had no unrecognized income tax benefits.
        Accordingly, the annual effective tax rate will not be affected by the adoption
        of FIN 48. Unrecognized tax benefits are not expected to increase or decrease
        within the next 12 months as a result of the anticipated lapse of any applicable
        statute of limitations. Interest and penalties related to unrecognized income
        tax benefits will be accrued as interest expense and operating expense,
        respectively. The Company has not accrued interest or penalties as of the
        date
        of adoption because they are not applicable.
 
 Due
        to
        the Company's history of losses, the effective tax rate for each of the three
        months ended March 31, 2007 and 2006 was 0.0%. The provision for income
        taxes for all periods presented is primarily attributable to the cumulative
        tax
        net operating losses that the company has generated in the current and prior
        years for which a valuation allowance has been established under the rules
        of
        FAS 109.
 
 The
        Company may be audited by applicable federal and state taxing authorities
        in the
        following income tax jurisdictions in which the Company previously filed
        or
        expects to file income tax returns for the years indicated:
  10
  Jurisdiction
                
                Tax
                    YearsFederal
                
                2003
                    - 2006California
                
                2002
                    - 2006
  However,
        because the Company had net operating losses and credits carried forward
        in
        several of the jurisdictions, including federal and California, certain items
        attributable to closed tax years are still subject to adjustment by applicable
        taxing authorities through an adjustment to tax attributes carried forward
        to
        open years.
  In
        September 2006, the FASB issued SFAS No. 157, *Fair
        Value Measurements* ( SFAS
        157). SFAS 157 defines fair value, establishes a framework for measuring
        fair
        value in generally accepted accounting principles (GAAP), and expands
        disclosures about fair value measurements. This statement does not require
        any
        new fair value measurements; however, the standard will impact how other
        fair
        value based GAAP is applied. SFAS 157 is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and interim periods
        within those fiscal years with early adoption encouraged. The Company is
        currently assessing the impact this statement will have on its financial
        statements and results of operations.
   3.
        Debt
 
 The
        Company had no Debt outstanding as of March 31, 2007.
 
 4.
        Accrued liabilities
 
 At
        March
        31, 2007, accrued liabilities consist principally of settlements
        payable.
 
  
 5.
        Intangible assets
 Other
        intangible assets, which resulted from the December, 2006 StompSoft acquisition
        and the First Person acquisition completed in June 2004, consist of the
        following as of March 31, 2007:
  Cost
              
              Accumulated
                  Amortization
              
              NetSoftware
                  technology assets
              
              $
              2,822,337
              
              $
              1,561,182
              
              $
              1,261,155Existing
                  Product/Unpatented Technology
              
              
              900,000
              
              
              56,250
              
              
              843,750Trademarks/Trade
                  Names
              
              
              700,000
              
              
              17,500
              
              
              682,500Customer
                  relationships
              
              
              1,200,000
              
              
              30,000
              
              
              1,170,000Non-Compete
                  Agreement
              
              
              50,000
              
              
              6,250
              
              
              43,750$
              5,672,337
              
              $
              1,671,182
              
              $
              4,001,155
  Amortization
        expense related to other intangible assets amounted to $249,266 and $139,266
        for
        the three months ended March 31, 2007 and 2006, respectively.
   6.
        Related Party Transactions
 
 None
 
 11
 
 7. Equity
        transactions
 
 On
        March
        17, 2006, the Company completed a follow-on private placement to its
        September 2005 Placement and the December 2005 Placement with certain investors
        to purchase a total of 12,421,875 shares of the Company's Common Stock and
        warrants to purchase 6,210,938 shares of Common Stock. The securities were
        sold
        at $.32 per unit, each unit consisting of one share of Common Stock and a
        warrant to purchase one-half of one share of Common Stock, exercisable at
        $.40
        (the warrant exercise price has subsequently been adjusted to $.23 per share).
        The aggregate offering price was $3,975,000. The investor warrants issued
        in
        connection with the March, 2006 Placement expire on September 26, 2008, unless
        theretofore exercised, contain a call provision in favor of the Company at
        a
        price of $.01 per share if the stock price should exceed $2.00 per share
        and
        permit cashless exercise at any time. The private placement was effected
        through
        Common Stock and Warrant Purchase Agreements by and among the Company and
        the
        private placement investors.
 
 The
        holders of the Common Shares acquired via the March 2006 private placements
        have
        registration rights that require the Company to file and have declared effective
        a registration statement with the SEC to register the resale of the Common
        Stock
        and the Common Stock issuable upon exercise of warrants. In the event the
        Company was unable to cause the registration to be effective within 90 to
        120 days from the date of issuance for the Common Shares acquired via the
        March
        2006 private placements, the Company would be penalized. The penalty accrued
        at
        a rate of 3% per month of the original amount invested, up to a maximum of
        30%,
        at which point the holders of the Common Shares acquired via the March 2006
        private placement have the right to put the stock and warrant back to the
        Company for full redemption. Pursuant to the terms of the Registration Rights
        Agreement, during the first 90 days in which the penalty is earned, the
        penalty was payable either in cash or in shares of common stock, at the
        Company's election. After that 90-day period expires, the penalty must be
        paid
        in cash. However, in April 2006, the holders of the Common Shares acquired
        via
        the March 2006 private placement waived their right to ever put the stock
        and
        warrant back to the Company for full redemption, and also gave the Company
        the
        right to pay any penalty, in either cash or common stock, at the Company's
        option. The required registration statement was declared effective in November
        2006, and the Company issued 1,861,984 additional shares of Common Stock
        in
        satisfaction of the penalty accruing as a result of the delay in causing
        the registration statement to be declared effective.
 
 
 8.
        Commitments and Contingencies
 
 Litigation
 
 On
        December 20, 2005, two former employees made a demand for arbitration with
        JAMS, San Francisco alleging that each claimant is entitled to severance
        pay
        following their resignations in February 2005. The claimants were
        employed by the Company as part of the 2004 acquisition of First
        Person Software, Inc.  In October 2006, the arbitrator ruled in favor of
        the plaintiffs. The Company accrued a $424,000 liability as a result
        of this matter for the year ended December 31, 2006, and has as of April
        29,
        2007, fully satisfied this liability.
 
 The
        Company is not aware of any additional pending litigation as of April 30,
        2007.
  12
 
 Item
        2.
        Management's Discussion and Analysis or Plan of Operation.
 
 Migo
        Software, Inc is a leading provider of mobile data and communications software.
        We are in the business of developing, acquiring and marketing software designed
        to improve the way information is personalized, secured, carried and
        accessed.
 
 Our
        software is focused on the relationship between people, computers and
        information. Our flagship product, ***Migo***  ***®*** ,
        allows
        users to synchronize their personalized computing environments - including
        email, digital media, and other data and application settings - to any portable
        storage device (flash/hard disk drives, smart phones, and MP3 players). Users
        can then simply connect their Migo-synchronized devices it to any "guest"
        computer and be able to access their own data and work with it as if they
        were
        using their own PCs. Migo leaves no trace of the user's activities behind
        when
        working on the "guest" computer, ensuring that their data is safe and secure.
        When users return to their "home" computer, Migo automatically synchronizes
        the
        latest updates and changes back to the "home" computer. Migo unties people
        from
        their computers, allowing them to carry their digital lives with them wherever
        they go.
  In
        December 2006, we acquired all the software titles of StompSoft, Inc., adding
        a
        wide assortment of related consumer oriented software to our product line.
        In
        September 2006 we entered into a new OEM partnership relationship with Kingston
        Technology Corporation, granting Kingston a global license to install our
        software on their line of flash memory products. Going forward, we are seeking
        additional acquisition and partnership opportunities to expand our product
        line
        and user base, worldwide.
  **Our
        Current Software Product Line**
  Migo
        Software products solve a number of common, significant problems for computer
        users, and offer a variety of management tools that give users control over
        the
        way their data is stored, accessed and managed. Current products
        include:
  ·
              ***Migo®***- Provides a very easy means for users to take their unique, personal
                  data
                  with them, without the need tobring
                  along their laptop or link back to their office machine. Migo® allows
                  users to easily load their entirepersonalized
                  desktop environment, Microsoft® Outlook®, or Outlook Express® e-mail,
                  Internet Explorer orMozilla
                  favorites, wallpaper, presentations, photos, MP3 audio files and/or
                  various other files, and then accesstheir
                  personal data on any other Windows-based, "guest" computer. Migo® is
                  designed so that once it has beendisconnected
                  from a "guest" computer, no trace of the user's computer environment
                  or
                  its data will be leftbehind
                  on the "guest" computer.
  ·
              ***XP
                  to Vista Easy-Sync Suite***- Provides a safety net and applications support for users transitioning
                  their data and computing environment to a new or upgraded computer
                  running
                  Microsoft's Windows Vista Operating
                  System.
  ·
              ***Registry
                  Repair***-
                  Fixes some of the most vexing computer problems experienced by
                  users,
                  including system lock-ups and freezes. The software also increases
                  computer speed and stability.
  ·
              ***PC
                  BackUp***- Simplifies the critical computer backup process while providing
                  a
                  comprehensive disaster recovery
                  tool.
  ·
              ***Recover
                  Lost Data***- A powerful utility for recovering from mistakes by retrieving
                  files that
                  were lost or accidentally deleted.
  ·
              ***Digital
                  Vault / Portable Vault***- A set of security products that allows, users to protect their
                  data on
                  their PCs and ontheir
                  portable storage devices. Digital Vault also allows users to send
                  and
                  receive encrypted files that can be read onlyby
                  the intended recipient with the included Digital Vault  
                  Reader.
 
 ·
              ***Digital
                  File Shedder***- Easily and securely wipes away confidential files, system history,
                  deleted emails and the like to maintain a user's digital
                  privacy.
 
 ·
              ***DriveWasher***- Wipes an entire hard drive clean of sensitive data to help prevent
                  identity theft and protect privacy.·
              ***Easy
                  PC Transfer***-
                  Simply and safely transfers contents of one PC to
                  another.
  13
 
 **Market
        Channels**
 
 To
        market
        our software, we currently have three major distribution channels; OEM
        partnerships, major retailers, and the sale of our software via various
        websites. We have also entered into distribution and reseller agreements
        to sell
        our products in Japan and are seeking other resellers outside the United
        States.
        Below is a partial list of our customers in each marketing channel:
 
 **OEM
                  Agreements**
              
              **Major
                  Retailers**
              
              **E
                  Commerce\Web Sites**Kingston
                  Technologies
              
              Fry's
                  Electronics
              
              www.migosoftware.comSanDisk
                  Corporation
              
              CompUSA
              
              www.stompsoft.comMemorex
              
              Sam's
                  Club
              
              www.download.comEdge
                  Tech
              
              Office
                  Depot
              
              www.U3.comMicro
                  Center
              
              www.migosoftware.jpTarget
              
              www.hp.comCircuit
                  City
  **Future
        R&D Efforts**
 
 Migo
        Software products are designed to make the computing experience easy, safe,
        and
        more adaptable to a user's needs. Our ongoing research and development continue
        to focus on increasing the scope of our product set, and the range of
        applications to which they can be applied. Our research and development expenses
        totaled $748,256 for the three months ended March 31, 2007 compared with
        $360,053 for the three months ended March 31, 2006, as we continued to invest
        heavily to create new versions of our software technology.
 
 **Agreement
        with Kingston Technology**
 
 On
        September 5, 2006, we entered into a License Agreement and a Common Stock
        and
        Warrant Purchase Agreement with Kingston Technology Corporation ("Kingston").
        Under the License Agreement, Kingston agreed to pay us $1,850,000 for global
        marketing and distribution rights to load currently available and future
        product
        releases of Migo's software on Kingston's flash memory products through December
        2007. The license fee was payable $850,000 upon signing the agreement and
        the
        remaining $1,000,000 was received in March 2007. The agreement is renewable
        by
        Kingston for one additional year at a license fee to be agreed upon. The
        initial
        payment of $850,000 was received in September, 2006 and was recorded as deferred
        revenue at September 30, 2006, and is being amortized quarterly through December
        31, 2007, and the second payment of $1,000,000 will be amortized quarterly
        from
        April 1, 2007 through December 31, 2007.
 
 Under
        the
        Common Stock and Warrant Purchase Agreement, Kingston paid $150,000 for the
        purchase of 468,750 shares of our common stock and warrants to purchase up
        to
        950,000 shares of our common stock. The warrants are exercisable at $0.23
        per
        share, expire in September 2011, unless theretofore exercised and permit
        cashless exercise.
 
 **Agreement
        with SanDisk Corporation (Formerly M SYSTEMS FLASH DISK PIONEERS
        LTD.)**
 
 On
        March
        30, 2005, we entered into a three-year Development Agreement with Sandisk
        (formerly, M-Systems Flash Disk Pioneers, Ltd.) Pursuant to the Development
        Agreement, we granted to M-Systems and its affiliates a worldwide, transferable
        license to use and distribute our Migo products, and to use related trademarks,
        as an integrated part of M-Systems' USB flash drive product lines. Migo products
        are offered to M-Systems customers with either (i) limited functionality
        or (ii)
        full functionality for a period of 45 days, after which the end-user may
        purchase a license directly from us to continue full functionality or otherwise
        retain limited functionality. We have continued to develop software
        applications to bundle our Migo products with M-Systems USB Drives, and we
        agreed to provide first level support for Migo products to M-Systems and
        M-Systems' customers and end-users, if desired.
  14
  Financial
        Results, Liquidity and Management's Plan (Unaudited)
 
 Three
        months ended March 31, 2007 and 2006
 
 We reported
        revenues of $712,512 for the three months ended March 31, 2007 and revenues
        of
        $41,229 for the corresponding period ended March 31, 2006. The growth in
        revenues reflected several factors, including licensing revenues from Kingston
        Technology Group, sales of our recently acquired software titles via major
        retailers and sales via our on-line webstore. During the quarter ended March
        31,
        2006, we sold our software packaged through M-Systems, via online
        downloads, distributors and bundled with memory products.
 
 Our costs
        associated with the sale of products for the three month period ended March
        31,
        2007 were $355,619 and consisted of expenses related to fees for customer
        downloads of our software, as well as packaging and shipping costs, and
        amortization of software technology of $139,267. For the period ended March
        31,
        2006, we incurred costs associated with the sale of our products of
        $156,044, of which $139,267 was for amortization of software technology.
 
 Research
        and development expenses totaled $748,256 for the three months ended March
        31,
        2007, up from $360,053 in the corresponding period in 2006, due primarily
        to our
        decision to increase expenditures to develop new products and features. Sales
        and Marketing expenses increased to $595,348 for the three months ended March
        31, 2007 from $262,390 in the period ended March 31, 2006 due to the growth
        of
        our expanded sales force. These increases were partially offset by decreased
        General and administrative costs which decreased to $997,798 for the period
        ended March 31, 2007 from $1,224,201 due to a variety of cost containment
        measures as well as lower stock based compensation expense related to stock
        options.
 
 
 Liquidity
        and Capital Resources
 
 At
        March
        31, 2007, we had working capital of $436,223. For the three months ended
        March 31, 2007, net cash used in operating activities was $1,041,924, consisting
        of a net loss of $1,951,021, offset by non-cash charges of 
$402,097.
 
 Recent
        and Expected Losses
 
 From
        inception, we have never been profitable and have sustained
        substantial net losses from operations. There can be no assurance that we
        will ever generate positive revenues from our operating activities, or
        that we will achieve and sustain a profit during any future period,
        particularly if operations remain at current levels. Failure to achieve
        significant revenues or profitability would materially and adversely
        affect our business, financial condition, and results of operations. For
        the three months ended March 31, 2007 and 2006, we incurred net pre-tax
        losses of $1,951,021 and $2,014,314, respectively.
 
 
 Satisfaction
        of Current and Future Capital Requirements
 
 No
        assurance can be given that we will be able to obtain the additional
        financing we require to continue normal operations. We cannot provide
        assurances that we will be able to develop our business to the point
        of generating net operating profits and positive cash flows from operations.
        If
        funds from these sources are not sufficient to offset operating
        expenses, we would seek to institute cost-saving measures that would not
        only reduce overhead, but also curtail operations. We cannot assure that
        such measures, if implemented, would be sufficient to offset all of our
        operating expenses. If any capital subsequently raised from the sale of
        securities is not sufficient to fund the balance of our operating expenses
        after implementing certain cost-cutting measures, we could be forced to
        discontinue certain operations or may be unable to continue as a going
        concern.
  15
  Any
        further issuances of any additional equity securities to raise capital may
        be on
        terms that are detrimental to existing stockholders. In order to meet our
        capital requirements, we may continue to offer equity securities for sale,
        and existing stockholders will experience additional dilution. Any new equity
        securities issued may have rights, preferences or privileges senior to those
        of
        holders of existing equity securities.
 
 Item
        3.
        Controls and Procedures
 
  **Evaluation
        of Disclosure Controls and Procedures**
 As
          of the
          end of the period covered by this report, under the supervision and with
          the
          participation of our management, including our chief executive officer
          ("CEO")
          and chief financial officer ("CFO"), we evaluated the design and operation
          of
          our disclosure controls and procedures (as defined in Rules 13a-15(e) and
          15d-15(e) of the Securities Exchange Act of 1934, as amended, or the "Exchange
          Act").  Based on this evaluation, our management, including our CEO
          and CFO, has concluded that our disclosure controls and procedures are
          designed, and are effective to give reasonable assurance that the
          information we are required to disclose is recorded, processed, summarized
          and
          reported within the time periods specified in the SEC's rules and
          forms. Based upon this evaluation, the CEO and CFO concluded that our
          disclosure controls and procedures are effective in providing reasonable
          assurance that information required to be disclosed in our reports filed
          with or
          submitted to the SEC under the Exchange Act is accumulated and communicated
          to
          management, including the CEO and CFO, as appropriate to allow timely decisions
          regarding required disclosure.
 Changes
        in Internal Control Over Financial Reporting
 There
          were no changes in our internal control over financial reporting that occurred
          during our quarter ended March 31, 2007, that have materially affected, or
          are reasonably likely to materially affect, our internal control over financial
          reporting.
 
 PART
        II.
        OTHER INFORMATION
 
 Item
        1.
        Legal Proceedings
  On
        December 20, 2005, two former employees of ours made a demand for
        arbitration with JAMS, San Francisco alleging that each claimant is entitled
        to
        severance pay following their resignations in February 2005. The
        claimants were employed by us as part of the 2004 acquisition of First Person
        Software, Inc.  In October 2006, the arbitrator ruled in favor of the
        plaintiffs. We accrued a $424,000 liability as a result of this matter for
        the
        year ended December 31, 2006, and as of April 29, 2007, have fully satisifed
        this liability.
  We
        are
        not aware of any additional pending litigation as of April 30,
        2007.
 
 
 
 Item
        2.
        Unregistered Sales of Equity Securities and Use of Proceeds
 
 None.
 Item
        3.
        Defaults Upon Senior Securities
 
 None.
 
 Item
        4.
        Submission of Matters to a Vote of Security Holders
 
 None
 
 Item
        5.
        Other Information
 
 None.
  16
 Item
        6.
        Exhibits
 
 EXHIBIT
        INDEX:
 Exhibit
                
                Description
                    Number
 3.1
                Amended
                    and Restated Certificate of Incorporation, herebyincorporated
                    by reference to Exhibit 3.1 of the Company's Quarterly Reportof
                    Form 10-QSB for the quarter ended June 30, 2006, filed with theCommission
                    on August 10, 2006.
 
 3.2
                Bylaws,
                    hereby incorporated by reference to Exhibit 3.2 of theAnnual
                    Report on Form 10-KSB filed with the Commission on July 14,
                    2004.
 
 3.3
                Text
                    of amended provision of the Company's Bylaws, herebyincorporated
                    by reference from the Company's Current Report on Form 8-Kfiled
                    with the Commission on September 27, 2005.
  31.1
                Certification
                    of Chief Executive Officer pursuant to Section 302 ofthe
                    Sarbanes-Oxley Act of 2002.
 
 31.2
                Certification
                    of Chief Financial Officer pursuant to Section 302 ofthe
                    Sarbanes-Oxley Act of 2002.
 
 32.1
                Certification
                    of Chief Executive Officer pursuant to Section 906 ofthe
                    Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
 
 32.2
                Certification
                    of Chief Financial Officer pursuant to Section 906 ofthe
                    Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
 
 SIGNATURES
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused this
        report to be signed on its behalf by the undersigned, thereunto duly authorized.
  Migo
                Software,
                Inc.Date: May
                14,
                2007
              By:
              /s/ Kent
                HeymanKent
                HeymanChief
                Executive Officer(Principal Executive
                Officer)  Date: May
                14,
                2007
              By:
              /s/ Richard
                LiebmanRichard
                LiebmanChief
                Financial Officer(Principal Financial and Accounting Officer)
 EXHIBIT
          INDEX:
 Exhibit
                  
                  Description
                      Number
 3.1
                    Amended
                        and Restated Certificate of Incorporation, herebyincorporated
                        by reference to Exhibit 3.1 of the Company's Quarterly Reportof
                        Form 10-QSB for the quarter ended June 30, 2006, filed with
                        theCommission
                        on August 10, 2006.
 
 3.2
                    Bylaws,
                        hereby incorporated by reference to Exhibit 3.2 of theAnnual
                        Report on Form 10-KSB filed with the Commission on July 14,
                        2004.
 
 3.3
                    Text
                        of amended provision of the Company's Bylaws, herebyincorporated
                        by reference from the Company's Current Report on Form 8-Kfiled
                        with the Commission on September 27, 2005.
  31.1
                    Certification
                        of Chief Executive Officer pursuant to Section 302 ofthe
                        Sarbanes-Oxley Act of 2002.
 
 31.2
                    Certification
                        of Chief Financial Officer pursuant to Section 302 ofthe
                        Sarbanes-Oxley Act of 2002.
 
 32.1
                    Certification
                        of Chief Executive Officer pursuant to Section 906 ofthe
                        Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
 
 32.2
                    Certification
                        of Chief Financial Officer pursuant to Section 906 ofthe
                        Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
 17