**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-KSB**




þ
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the fiscal year ended December 31, 2007**




o
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




For
      the
      transition period from __________ to _____________




Commission
      file number: **333-131651**




**GoFish
      Corporation**


(Name
      of
      small business issuer in its charter)




**Nevada**
              **20-2471683**(State
                  or other jurisdiction of incorporation or
                  organization)
              (I.R.S.
                  Employer Identification
                  No.)




**706
                  Mission Street, 10****th****Floor, San Francisco, California**
              **94103**(Address
                  of principal executive offices)
              (Zip
                  Code)




**(415)
      738-8706**


(Issuer’s
      telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act: **None.**




Securities
      registered under Section 12(g) of the Exchange Act: **None.**




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the 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. þ Yes  ̈ No




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. þ




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


 ̈ Yes þ No




Issuer’s
      revenues for the fiscal year ended December 31, 2007 were
      $2,081,182.




The
      aggregate market value of the voting stock held by non-affiliates of the
      registrant, based on the last sales price on the OTC Bulletin Board of the
      National Association of Securities Dealers, Inc. (“NASD”) on March 28, 2008, was
      approximately $8,051,290. For purposes of this calculation, the registrant
      has
      assumed that only shares beneficially held by executive officers and directors
      of the registrant are deemed shares held by affiliates of the registrant. This
      assumption of affiliate status is not necessarily a conclusive determination
      of
      affiliate status for any other purpose.




The
      number of shares outstanding of the issuer’s common stock, $0.001 par value per
      share, as of March 28, 2008 was 25,469,739 shares.




Documents
      incorporated by reference: **None.**




Transitional
      Small Business Disclosure Format (Check one):  ̈ Yes þ No









**TABLE
        OF CONTENTS**





PAGE**CAUTIONARY
                  NOTE REGARDING FORWARD-LOOKING STATEMENTS**
              
              1**PART
                  I**ITEM
                  1.
              
              DESCRIPTION
                  OF BUSINESS
              
              1ITEM
                  2.
              
              DESCRIPTION
                  OF PROPERTY
              
              23ITEM
                  3.
              
              LEGAL
                  PROCEEDINGS
              
              23ITEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITIES HOLDERS
              
              23**PART
                  II**ITEM
                  5.
              
              MARKET
                  FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                  ISSUER
                  PURCHASES OF EQUITY SECURITIES
              
              23ITEM
                  6.
              
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              
              26ITEM
                  7.
              
              FINANCIAL
                  STATEMENTS
              
              35ITEM
                  8.
              
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURES
              
              35ITEM
                  8A(T).
              
              CONTROLS
                  AND PROCEDURES
              
              35ITEM
                  8B.
              
              OTHER
                  INFORMATION
              
              38**PART
                  III**ITEM
                  9.
              
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE,
                  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
              
              38ITEM
                  10.
              
              EXECUTIVE
                  COMPENSATION
              
              41ITEM
                  11.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              
              46ITEM
                  12.
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                  INDEPENDENCE
              
              47ITEM
                  13.
              
              EXHIBITS
              
              49ITEM
                  14.
              
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              
              49SIGNATURES
              
              S-1CONSOLIDATED
                FINANCIAL STATEMENTS
              
              S-2EXHIBIT
                INDEX





**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      Annual Report on Form 10-KSB contains forward-looking statements. This Annual
      Report on Form 10-KSB includes statements regarding our plans, goals,
      strategies, intentions, beliefs or current expectations. These statements are
      expressed in good faith and based upon a reasonable basis when made, but there
      can be no assurance that these expectations will be achieved or accomplished.
      These forward looking statements can be identified by the use of terms and
      phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,”
“expect,” and the like, and/or future-tense or conditional constructions “may,”
“could,” “should,” etc. Items contemplating or making assumptions about, actual
      or potential future sales, market size, collaborations, and trends or operating
      results also constitute such forward-looking statements.




Although
      forward-looking statements in this Annual Report on Form 10-KSB reflect the
      good
      faith judgment of our management, forward-looking statements are inherently
      subject to known and unknown risks, business, economic and other risks and
      uncertainties that could cause actual results to be materially different from
      those expressed or implied in these forward-looking statements. Factors that
      could cause or contribute to such differences include, but are not limited
      to,
      those discussed in this Annual Report on Form 10-KSB, and in particular, the
      risks discussed under the heading “Risk Factors” in Item 1 of this Annual Report
      on Form 10-KSB and those discussed in other documents we file with the
      Securities and Exchange Commission (the “SEC”). Given these risks and
      uncertainties, readers are urged not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this Annual
      Report on Form 10-KSB. We undertake no obligation to revise or publicly release
      the results of any revision to these forward-looking statements. Readers are
      urged to carefully review and consider the various disclosures made by us in
      our
      reports filed with the SEC which attempt to advise interested parties of the
      risks and factors that may affect our business, financial condition, results
      of
      operation and cash flows. If one or more of these risks or uncertainties
      materialize, or if the underlying assumptions prove incorrect, our actual
      results could vary materially from those expected or projected.




**PART
      I**




**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS**




**Company
      Overview**




GoFish
      Corporation (the “Company,” “GoFish,” “we,” or “our”) operates an online youth
      media and entertainment network (the “GoFish Network”). We specialize in
      creating, aggregating, distributing, and monetizing premium youth content on
      a
      network of quality youth sites. According to comScore Media Metrix, the GoFish
      Network reached roughly 19.4 million unique U.S. users per month as of March
      28,
      2008, currently ranking as the third-largest online opportunity in the
      Kids-Entertainment and Teen-Community categories.




We
      generate revenue by selling advertising on the websites in the GoFish Network.
      The GoFish Network is comprised of our owned and operated websites, as well
      as
      third-party websites (“publishers”) aimed at the 6-17 year old demographic. We
      aim to attract publishers to the GoFish Network by providing them with access
      to
      relevant, high quality, advertising, as well as sponsorship and video and other
      content opportunities at higher revenue rates than could be obtained by these
      sites independently. The collection of these websites into the GoFish Network
      provides a platform for advertisers to reach our core constituency of kids,
      tweens and teens. The GoFish Network seeks to offer engaged audiences and
      immersive experiences within websites that are editorially and contextually
      relevant to the consumer.




**Our
      Mission**




Our
      goal
      is to become the largest online advertising opportunity for brands looking
      to
      reach the 6-17 year old demographic. We seek to expand the size of the GoFish
      Network by forging relationships with publishers that have large audiences
      within our target demographic with which advertisers want their brands to be
      affiliated. We seek to provide advertisers with a one-stop shop, with broad
      reach within the youth category, with customizable packages and consistent
      ad
      units. We also seek to be a provider of premium content that we believe is
      compelling to both consumers and advertisers in categories that appeal to our
      constituency.




1




**Our
      History**




Our
      business was originally conducted by GoFish Technologies, Inc. (“GoFish
      Technologies”), which was originally incorporated in California in May 2003.
      GoFish Technologies originally operated a multimedia search service, delivering
      targeted results for Internet searches conducted on digital media content from
      the entertainment and media sectors. During the third quarter of 2005, due
      to
      the increasing popularity of user-generated video, GoFish Technologies refined
      its focus to aggregating original short-form and user-generated video at the
      URL
      www.gofish.com.




In
      order
      to obtain additional financing to continue its operations, in October 2006,
      GoFish Technologies completed a reverse merger and related transactions, which
      also resulted in the business of GoFish Technologies being acquired by a
      publicly-traded company. These transactions consisted principally of three
      parts. First, GoFish Technologies merged with and into GF Acquisition Corp.
      (“GF
      Acquisition Corp.”), a wholly-owned subsidiary of Unibio Inc. (“Unibio”), which
      was originally a publicly-traded “shell company” as that term is defined in Rule
      405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the Securities
      Exchange Act of 1934, as amended. In the second part of this transaction, ITD
      Acquisition Corp., a wholly-owned subsidiary of Unibio, merged with and into
      Internet Television Distribution Inc., a Delaware corporation (“ITD”)
      (collectively both the GoFish Technologies and the ITD mergers are referred
      to
      herein as the “merger”). The final aspect of this transaction was that GoFish
      split-off a wholly-owned subsidiary, GF Leaseco, Inc. (“GF Leaseco”), through
      the sale of all of the outstanding capital stock of GF Leaseco to the former
      owners of Unibio, thereby completing these transactions.




In
      anticipation of the mergers, effective September 14, 2006, Unibio changed its
      name to GoFish Corporation. As a result of the mergers, GoFish Corporation
      acquired the business of GoFish Technologies and continued its business
      operations as a publicly-traded company whose common stock is quoted on the
      NASD’s OTC Bulletin Board. Also, as a result of the mergers, GoFish Technologies
      and ITD became wholly-owned subsidiaries of GoFish Corporation.




We
      recently have made a strategic decision to focus on a segment of our business
      where we believe we can become a market leader. We have sought to take
      advantage of our existing relationships, our position in the marketplace, our
      user base and our sales force to build a network of websites for which we sell
      advertising and deliver premium content. In August 2007, we signed a short-term
      advertising representation agreement with Miniclip Limited, under which we
      became the exclusive seller of all advertisement on the Miniclip website, which
      was subsequently extended.  At the time we entered into the agreement with
      Miniclip in August 2007, the GoFish Network consisted of two publisher sites
      and
      7.2 million unique U.S. users. According to comScore Media Metrix, the GoFish
      Network today consists of ten publishers and has 19.4 million unique users
      domestically.




**Business
      Operations**




GoFish
      is
      a leading media and entertainment network focused on kids, tweens, and teens.
      We
      represent a select group of publishers who deliver unique, high-quality online
      experiences for over 19 million users each month, with a high concentration
      of
      youth and their parents. We sell advertising for these publishers, offering
      advertisers broad reach into a targeted audience. In this sense we are sometimes
      referred to as a vertical advertising network. However, we also have the ability
      to provide our publishers with relevant and engaging video and content for
      use
      on their websites. We combine the scale of an advertising network, with the
      custom programs and client focus of a branded publisher network.




We
      believe our advantage is that we are able to deliver quality advertising and
      content to large audiences of highly-engaged kids, teens and tweens. Publishers
      in the GoFish Network span all types of online experiences enjoyed by today’s
      youth, including massively multi-player games, virtual worlds, cartoons,
      education sites, casual games, avatar-based social networks, art and creativity
      tools, funny videos and learning-based virtual worlds.




Some
      of
      the publishers in the GoFish Network are:




·
            Miniclip.com
                (www.miniclip.com), which is the Internet’s largest dedicated online games
                website;




2




·
            Cartoon
                Doll Emporium (www.cartoondollemporium.com), which is a leading dress-up
                game destination for girls age
                6-16;




·
            Cookie
                Jar Entertainment (www.thecookiejarcompany.com), which is a global
                independent producer, marketing and brand manager of such renowned
                children’s properties as “Magi-Nation,” “The Doodlebops,” “Caillou,”
                “Spider Riders” and “Johnny Test”;




·
            Whyville
                (www.whyville.net), which is the only learning-based virtual world
                for
                kids; and




·
            GoFish.com
                (www.gofish.com), which is our owned and operated destination featuring
                video content specifically programmed for the hard to reach youth
                demographics.




We
      have
      secured strong advertising brands, including four of the biggest spenders
      against kids online. Our advertisers fall into various categories, including
      consumer packaged goods (e.g. Kelloggs, BP), entertainment (e.g. Disney, Cartoon
      Network), consumer electronics and software (e.g. Sony, Electronics Arts,
      Nintendo) and retail (e.g. Lego, Random House Children’s Books).




To
      ensure
      that we consistently offer the highest level of service to publishers and
      advertisers within the GoFish Network, we are highly discriminate in our
      selection process. We ensure that the GoFish Network is comprised of quality
      publishers that have unique value propositions for marketers and advertisers
      trying to reach kids, teens and tweens. We work with publishers to ensure that
      their brand is well positioned and their website is maximized for monetization
      through standard and custom advertising experiences.




In
      addition, we procure media content that we believe to be compelling to both
      consumers and advertisers in content categories that appeal to our constituency.
      In December 2007, we entered into a license agreement with MTV Networks, a
      Division of Viacom International Inc., which enables us to expand our assortment
      of quality video and offer our users and publishers premier, ad supported,
      youth-oriented branded content from MTV Networks’ library, including such
      highly-rated shows as COMEDY CENTRAL’s Emmy and Peabody-Award winning “The Daily
      Show with Jon Stewart,” MTV’s “The Hills,” Nickelodeon’s “iCarly,” VH1’s “The
      Salt-N-Pepa Show,” and more.




The
      advertising that we sell on the GoFish Network can be divided into two
      categories: (i) Direct Sales and (ii) Remnant Inventory.




***Direct
      Sales***




The
      bulk
      of our revenues come from direct sales to brand advertisers. Direct sales of
      advertising can take the following two forms:




·
            *IAB
                Graphical Advertising*-
                IAB graphical advertising is standard banner and text ads where
                advertisers pay a cost per thousand impressions (“CPM”) fee directly to
                us. Banners are ad graphics hyperlinked to the URL of the advertiser
                or to
                a custom landing page within the GoFish Network. This form of online
                advertising entails embedding an advertisement on a web page. It
                is
                intended to attract traffic to the advertiser’s website by linking them
                from the ad on a website to the website of the advertiser, to initiate
                an
                action within the site where the banner is embedded (i.e. watch a
                movie
                trailer), or to increase metrics on brand awareness. The banner
                advertisement is constructed from an image (GIF, JPEG, PNG), JavaScript
                program or multimedia object employing technologies such as Java,
                Shockwave or Flash.




·
            *Rich
                Media/Immersive Advertising -*We
                also provide custom marketing opportunities to brands by tailoring
                advertising solutions to specific needs and leveraging the rich,
                immersive
                environments of publishers in the GoFish Network. These include
                roadblocks, front page takeovers, rich media ads, video and interstitial
                ads, custom integration in leading virtual worlds, advergames and
                custom
                sponsorships. These opportunities provide for the highest CPMs, which
                start at $10. These out-of-the-box ideas are developed on a custom
                basis
                with the goal of productizing the solution for future advertisers
                and
                campaigns.
              
              Our
                blended CPM on direct sales advertising is currently over
                $5.




3




***Remnant
      Inventory***




Advertising
      inventory on a website that is not sold directly to an advertiser is referred
      to
      as “remnant inventory”. Publishers typically monetize this inventory, at a small
      fraction of direct sales, through third-party ad networks (ValueClick, Tribal
      Fusion, and Advertising.com) and ad network exchanges (Right Media and
      ContextWeb). We offer our publishers the ability to achieve a higher rate of
      return on their remnant inventory through our network of strategic partnerships.
      Our service is designed to be easy to implement and lifts the operational
      minutia and complexity for publishers of having to monetize remnant
      inventory.




In
      addition, we may monetize a percentage of remnant inventory through cost per
      click (“CPC”) or cost per action (“CPA”) campaigns. In the case of CPC
      advertisements, advertisers will pay fees per click throughs to their site
      generated from ads placed throughout the website. CPA banners placed throughout
      the website generate fees only when an action occurs as a result of the
      click-through on an individual advertisement. That action may be a purchase,
      a
      registration, or some other transaction. We do not currently have, or plan
      to
      have, any CPC or CPA campaigns. However, we may choose to include these formats
      in the future.




**Sales
      and Marketing**




We
      sell
      our inventory and marketing services in the United States through a sales and
      marketing organization that consisted of 20 employees as of December 31,
      2007. These employees are located at our headquarters in San Francisco and
      also
      are based in Los Angeles, California, New York, New York, Detroit, Michigan
      and
      Chicago, Illinois. The team is focused on selling advertising space on the
      GoFish Network to top quality brands and their advertising
      agencies.




In
      addition, we operate a business development team tasked with sourcing, securing
      and retaining quality publishers into the GoFish Network. These employees are
      located at our headquarters in San Francisco. They keep current with the latest
      online trends in the youth demographic and are responsible for finding and
      securing relationships with a broad network of sites that extends the reach
      of
      the GoFish Network.




**Market**




Our
      market consists of publisher websites that serve Internet users between the
      ages
      of 6 and 17 and advertisers interested in reaching the youth demographic.
      Publisher websites provide a platform for effective and targeted advertising
      to
      Internet users. Our advertisers provide us with revenue by paying us to promote
      their products and services on the websites in the GoFish Network.




We
      believe that the 6-17 year old demographic is relatively underserved by the
      current Internet content and website market. The 6-17 year old demographic
      market tends to be on the cusp of the most recent online trends, including
      gaming, virtual worlds and social networking. Kids and teens also represent
      an
      important consumer segment. Teens alone have a total annual aggregate income
      of
      $80 billion, while the buying power of kids is expected to total $21.4 billion
      in 2010. Combined, kids and teens influence an additional $225 billion in
      spending by their parents. There are 31.5 million 6 to 17 year old Internet
      users per month in the U.S. We believe that advertisers must reach this
      demographic online as this is where they spend most of their time compared
      to
      other media. Their ability to do so is being affected by several trends taking
      place on the Internet.




Consumer
      behavior on the Internet is changing through a process referred to as
“deportalization.” Deportalization describes the phenomenon where Internet
      traffic is moving from large portals to smaller, disparate sites. From February
      2000 to October 2006, the number of websites grew from 10 million to 100
      million. During the following 12 months, the number of websites grew to 143
      million. The drivers of this trend are search and increased user confidence
      with
      regard to the medium. We expect that, in the next several years, the large
      sites
      will continue to lose traffic to smaller sites.




4




This
      trend is particularly apparent in the youth demographic. In September 2006,
      the
      top four youth brands had 70% of the page views on the Web. As of
      November 2007, the top four youth brands had only 49% of the traffic. In
      that time, the other 154 kids sites went from 30% market share to 51%, an
      increase of 70%.




This
      fragmentation of traffic on the Internet makes it difficult for advertisers
      to
      reach their target demographic. The GoFish Network model seeks to bridge this
      gap by uniting smaller sites into a “collective majority.” The GoFish Network is
      designed to serve as a bridge between the advertisers and the various publishers
      that reach the youth demographic by aggregating these sites into a network.
      We
      believe that, by buying advertising through the GoFish Network, advertisers
      can
      reach their intended audience while achieving scale, simplifying their buying
      process and increasing the efficiency of their advertising buy. In
      addition, advertisers can extend their reach by buying on the GoFish Network
      versus only buying the “branded” sites. In a study conducted by comScore Media
      Metrix in December 2007, 43% of the users of the GoFish Network did not visit
      the other top three kids sites.




For
      publishers, the GoFish Network is designed to provide scale, thus increasing
      mindshare among marketers, while delivering more relevant advertising at premium
      rates. We offer our publishers establised relationships with brand
      advertisers and expertise in high impact, cross-network takeovers and
      sponsorships, while also providing thought leadership in emerging field of
      online youth marketing.




**Competition**




We
      compete against well-capitalized advertising companies as well as smaller
      companies. The market for our services is highly competitive.




Advertisers
      have several options for how to reach kids, teens and tweens. Advertisers must
      first select between the various mediums, including television, radio, direct
      mail, print media and the Internet, as well as others. In the online advertising
      market, we compete for advertising dollars with all websites catering to this
      demographic, including portals, search engines and websites belonging to other
      advertising networks. Within this context, we believe that vertical networks
      such as the GoFish Network are growing as a percentage of total ad buys, while
      spending on portals is decreasing for the reasons discussed above.




The
      GoFish Network has several attributes which we believe allow it to compete
      very effectively for online advertising dollars. With over 19 million
      unique users in the United States, the average U.S. user on the GoFish Network
      spends 41.4 minutes per month on the GoFish Network according to comScore
      MediaMetrix. **** The
      average of 1.3 minutes per page across the GoFish Network is almost twice as
      high as the Internet average and is more than three times as high as the minutes
      per page average at teen sites. We have room to grow internationally, as well.
      Worldwide, our network has over 63 million unique users according to comScore
      Media Metrix.




Publishers
      have several options to monetize the traffic on their websites. They can build
      a
      sales organization to sell the advertising space on their website directly.
      However, the high cost to build, train and operate such an organization is
      significant and cost prohibitive for many of the smaller websites that have
      become part of the collective majority. In addition, it requires substantial
      traffic for advertiser mindshare.




Publishers
      can also implement third party advertising network to sell their advertising.
      Advertising networks can either function as “self-serve” networks or more
      full-service firms. The self-serve networks provide publishers with code
      which is implemented by the publisher to pull advertising from the network
      and
      display it on the publisher’s website. This technology is usually free. There
      are two primary categories of self-serve advertising networks. The largest
      networks such as Google AdSense, Valueclick, Advertising.com and Tribal Fusion
      are general networks that serve impressions onto a wide variety of mostly small
      and medium sites. However, in general, these companies tend to deliver low
      CPMs,
      low quality advertisers with low relevance to the sites themselves. Next, there
      are behavioral networks, such as Tacoda and Blue Lithium, which serve the same
      inventory as general networks, but add behavioral targeting.




Finally,
      publishers can choose to use more full-service advertising networks that provide
      a more complete service when selling advertising. Some companies, such as
      Gorilla Nation, incorporate a wide variety of sites into their network. The
      vertical advertising networks, on the other hand, aggregate inventory in a
      specific vertical and sell advertising to those trying to reach that audience.
      These companies are able to offer more relevant advertising to the publishers
      in
      their network while delivering better advertising opportunities for brands.
      There are several vertical networks, including Jumpstart (auto inventory),
      Glam
      (women 18-34) and Sportgenic (sports-targeted) and GoFish.




5




We
      believe our company is attractive to publishers in our demographic because
      of
      our ability, as a vertical network, to attract relevant, high quality
      advertisers at higher CPMs than can otherwise be obtained. The GoFish Network
      is
      the only online vertical ad network targeted to the 6-17 year old demographic,
      although Alloy Media + Marketing, has an online vertical ad network targeting
      teens, college students and 18-34 year olds. According to comScore Media Metrix,
      the total size of their network is approximately 5 million unique U.S.
      users.




**Intellectual
      Property and Other Proprietary Rights**




We
      currently rely on a combination of copyright, trademark and trade secret laws
      and restrictions on disclosure to protect our intellectual property rights.
      Our
      success depends on the protection of the proprietary aspects of our technology,
      as well as our ability to operate without infringing on the proprietary rights
      of others. We also enter into proprietary information and confidentiality
      agreements with our employees, consultants and commercial partners and generally
      control access to and distribution of our technologies, documentation and other
      proprietary information. We rely on the technology of third parties to assist
      us
      with several aspects of our business. When doing so, we obtain appropriate
      licenses which allow us to use that technology. We have registered the trademark
      GOFISH in the United States.




**Government
      Regulation**




We
      are
      subject to a number of foreign and domestic laws and regulations that affect
      companies conducting business on the Internet. Laws applicable to e-commerce,
      online privacy and the Internet generally are becoming more prevalent and it
      is
      possible that new laws and regulations may be adopted regarding the Internet
      or
      other online services in the United States and foreign countries. Such new
      laws
      and regulations may address user privacy, advertising, freedom of expression,
      pricing, content and quality of products and services, taxation, intellectual
      property rights and information security. The nature of such legislation and
      the
      manner in which it may be interpreted and enforced cannot be fully determined
      at
      this time. Such legislation could subject us and/or our customers to potential
      liability or restrict our present business practices, which, in turn, could
      have
      an adverse effect on our business, results of operations and financial
      condition. In addition, the FTC has investigated the privacy practices of
      several companies that collect information about individuals on the Internet.
      The adoption of any such laws or regulations might also decrease the rate of
      growth of Internet use generally, which, in turn, could decrease the demand
      for
      our service or increase our cost of doing business or in some other manner
      have
      a material adverse effect on our business, results of operations and financial
      condition.




The
      Child
      Online Protection Act (“COPA”) and the Child Online Privacy Protection Act
      (“COPPA”) impose civil and criminal penalties on persons distributing material
      harmful to minors (such as obscene material) over the Internet to persons under
      the age of 17, or collecting personal information from children under the age
      of
      13. We do not knowingly distribute harmful materials to minors or collect
      personal information from children under the age of 13. We do not allow children
      under the age of 13 to register on our owned and operated websites. Although
      some recent court decisions have cast doubt on the constitutionality of COPA,
      we
      have instituted processes for voluntary compliance with its provisions,
      nevertheless. We work with our publishers to ensure that they are compliant
      with
      both of COPA and COPPA and we currently require all new publishers to protect
      us
      from any violation of these laws on their website.




**Employees**




As
      of
      December 31, **** 2007,
      we
      had 29 full-time employees and one part-time employee. None of our employees
      is
      represented by a labor union, and we consider our employee relations to be
      good.
      We believe that our future success will depend in part on our continued ability
      to attract, hire and retain qualified personnel.




6




**Seasonality**




We
      believe that our business is subject to seasonal fluctuations. In general,
      advertisers tend to place fewer advertisements during the first and third
      calendar quarters of each year. In the youth advertising market, the first
      half
      of the year tends to have lower spending, while the second half of the year
      is
      the strongest. Both of these tendencies can directly affect our business.
      Further, Internet user traffic typically drops during the summer months, which
      reduces the amount of online advertising. Online advertising, as well as the
      demand for performance-based marketing services has, in the past, peaked during
      the fourth quarter holiday season. Expenditures by direct marketers and
      advertisers tend to vary in cycles that reflect overall economic conditions
      as
      well as budgeting and buying patterns. If these patterns continue our revenue
      may be affected by these fluctuations. Our revenue has in the past and may
      in
      the future be materially affected by a decline in the economic prospects of
      our
      customers or in the economy or our industry in general, which could alter our
      current or prospective customers’ spending priorities or budget cycles or extend
      our sales cycle.




**Risk
      Factors**




*We
      face a variety of risks that may affect our financial condition, results of
      operations or business, and many of those risks are driven by factors that
      we
      cannot control or predict. The following discussion addresses those risks that
      management believes are the most significant, although there may be other risks
      that could arise, or may prove to be more significant than expected, that may
      affect our financial condition, results of operations or
      business.*




**RISKS
      RELATED TO OUR COMPANY**




***We
      have a history of operating losses which we expect to continue, and we may
      not
      be able to achieve profitability.***




We
      have a
      history of losses and expect to continue to incur operating and net losses
      for
      the foreseeable future. We incurred a net loss of approximately $5.3 million
      for
      the year ended December 31, 2006, and a net loss of approximately $16.4 million
      for the year ended December 31, 2007. As of December 31, 2007, our accumulated
      deficit was approximately $24.1 million. We have not achieved profitability
      on a
      quarterly or on an annual basis. We may not be able to achieve profitability.
      Our revenues for the three months ended December 31, 2007 and the year ended
      December 31, 2007 were $1.5 million and $2.1 million, respectively. If our
      revenues grow more slowly than anticipated or if our operating expenses exceed
      expectations, then we may not be able to achieve profitability in the near
      future or at all, which may depress the price for our common stock.




***A
      limited number of advertisers account for a significant percentage of our
      revenue, and a loss of one or more of these advertisers could adversely affect
      our results of operations.***




We
      generate almost entirely all of our revenues from advertisers on the GoFish
      Network. For the year ended December 31, 2007, revenue from our five **** largest
      advertisers accounted for 65% of our revenue. Our largest advertiser accounted
      for 24% of our revenue for the year ended December 31, 2007. Our
      advertisers can generally terminate their contracts with us at any time. The
      loss of one or more of the advertisers that represent a significant portion
      of
      our revenue could adversely affect our results of operations. In addition,
      our
      relationships with publishers participating in the GoFish Network require us
      to
      bear the risk of non-payment of advertising fees from advertisers. Accordingly,
      the non-payment or late payment of amounts due to us from a significant
      advertiser could adversely affect our financial condition and results of
      operations.




***A
      small number of publishers account for a substantial percentage of our revenue
      and our failure to develop and sustain long-term relationships with our
      publishers, or the reduction in traffic of a current publisher in the GoFish
      Network, could limit our ability to generate revenue.***




For
      the
      year ended December 31, 2007, advertising revenue connected to our largest
      publisher accounted for approximately 95% of our revenues. Until we are able
      to
      more fully develop our publisher network, a small number of publishers will
      account for a substantial percentage of our revenue. We cannot assure you that
      any of the publishers participating in the GoFish Network will continue their
      relationships with us. Moreover, we may lose publishers to competing publisher
      networks that have longer operating histories, the ability to attract higher
      ad
      rates, greater brand recognition, or the ability to generate greater financial,
      marketing and other resources. Furthermore, we cannot assure you that we would
      be able to replace a departed publisher with another publisher with comparable
      traffic patterns and demographics, if at all. Accordingly, our failure to
      develop and sustain long-term relationships with publishers or the reduction
      in
      traffic of a current publisher in the GoFish Network could limit our ability
      to
      generate revenue.




7




***Our
      future financial results, including our expected revenues, are unpredictable
      and
      difficult to forecast.***




Our
      revenues, expenses and operating results fluctuate from quarter to quarter
      and
      are unpredictable which could increase the volatility of the price of our common
      stock. We expect that our operating results will continue to fluctuate in the
      future due to a number of factors, some of which are beyond our control. These
      factors include:




·
            our
                ability to attract and incorporate publishers into the GoFish
                Network;




·
            the
                ability of the publishers in the GoFish Network to attract visitors
                to
                their websites;




·
            the
                amount and timing of costs relating to the expansion of our operations,
                including sales and marketing
                expenditures;




·
            our
                ability to control our gross
                margins;




·
            our
                ability to generate revenue through third-party advertising and our
                ability to be paid fees for advertising on the GoFish Network;
                and




·
            our
                ability to obtain cost-effective advertising throughout the GoFish
                Network.




Due
      to
      all of these factors, our operating results may fall below the expectations
      of
      investors, which could cause a decline in the price of our common stock. In
      addition, since we expect that our operating results will continue to fluctuate
      in the future, it is difficult for us to accurately forecast our
      revenues.




***Our
      limited operating history in the operation of an online youth media and
      entertainment network of websites makes evaluation of our business
      difficult.***




We
      have
      limited historical financial data upon which to base planned operating expenses
      or forecast accurately our future operating results. We formally launched the
      gofish.com website in October 2004 and only began building the GoFish
      Network during the last fiscal year. The revenue received currently is
      insufficient to generate positive cash flows from our operations.




***We
      will need to raise additional capital to meet our business requirements in
      the
      future and such capital raising may be costly or difficult to obtain and could
      dilute current stockholders’ ownership interests.***




We
      will
      need to raise additional capital in the future, which may not be available
      on
      reasonable terms or at all, especially in light of the recent downturn in the
      economy and dislocations in the credit and capital markets. The raising of
      additional capital may dilute our current stockholders’ ownership interests. We
      will need to raise additional funds through public or private debt or equity
      financings to meet various objectives including, but not limited
      to:




·
            pursuing
                growth opportunities, including more rapid
                expansion;




·
            acquiring
                complementary businesses;




·
            growing
                the GoFish Network, including the number of publishers and advertisers
                in
                the GoFish Network;




·
            hiring
                qualified management and key
                employees;




·
            responding
                to competitive pressures;




·
            complying
                with regulatory requirements such as licensing and registration;
                and




8




·
            maintaining
                compliance with applicable laws.




In
      addition, the raising of any additional capital through the sale of equity
      or
      equity-backed securities would dilute our current stockholders’ ownership
      percentages and would also result in a decrease in the fair market value of
      our
      equity securities because our assets would be owned by a larger pool of
      outstanding equity. The terms of those securities issued by us in future capital
      transactions may be more favorable to new investors, and may include
      preferences, superior voting rights and the issuance of warrants or other
      derivative securities, which may have a further dilutive effect.




Furthermore,
      our 6% senior convertible notes due June 2010 (the “June 2007 Notes”), the
      warrants issued in connection with the June 2007 Notes (the “June 2007
      Warrants”), the warrants issued to the placement agents in connection with the
      June 2007 Notes (the “June 2007 Placement Agent Warrants”) and certain other
      warrants are also subject to full-ratchet anti-dilution protection. If we issue
      common stock or securities convertible into common stock at a price per share
      lower than the $1.60 per share conversion price of the June 2007 Notes or the
      $1.75 per share exercise price of such warrants, such conversion or exercise
      price, as applicable, would be automatically adjusted to equal the lower price.
      This “full ratchet anti-dilution” provision could operate to create substantial
      additional dilution for our then-existing stockholders if we need to raise
      additional funds at a time when the price an investor would pay for our common
      stock is less than $1.60 per share (in the case of the June 2007 Notes) or
      $1.75
      per share (in the case of such warrants).




If
      we are
      unable to obtain required additional capital, we may have to curtail our growth
      plans or cut back on existing business and, further, we may not be able to
      continue operating if we do not generate sufficient revenues from operations
      needed to stay in business.




We
      may
      incur substantial costs in pursuing future capital financing, including
      investment banking fees, legal fees, accounting fees, securities law compliance
      fees, printing and distribution expenses and other costs. We may also be
      required to recognize non-cash expenses in connection with certain securities
      we
      issue, such as convertible notes and warrants, which may adversely impact our
      financial condition.




***Negative
      covenants in the purchase agreement governing our June 2007 Notes limit,
      among other things, our ability to incur debt, pay dividends, raise additional
      capital, create liens on our properties and issue equity securities with
      registration rights, which may impair our ability to pursue our
      objectives.***




The
      purchase agreement governing our June 2007 Notes contain various negative
      covenants that limit, among other things, our ability to incur debt, pay
      dividends, raise additional capital, create liens on our properties and issue
      equity securities with registration rights, without the consent of holders
      of
      greater than 75% of the aggregate principal amount of the June 2007 Notes
      then outstanding. While these negative covenants generally permit us to incur
      junior debt in connection with certain strategic transactions or issue equity
      securities without registration rights (or equity securities with registration
      rights in connection with certain strategic transactions) without the consent
      of
      holders of our June 2007 Notes, these negative covenants may impair our
      ability to pursue our objectives.




Any
      failure to comply with those covenants may constitute a breach under the
      purchase agreement governing our June 2007 Notes that provides the holders
      of the June 2007 Notes with the right to require us to purchase all or any
      part of the then outstanding principal amount of the June 2007 Notes. We
      may not have sufficient funds to purchase the June 2007 Notes upon such a
      breach.




***We
      are required to pay liquidated damages to certain of our investors under our
      October 27, 2006 Registration Rights Agreement and our June 7, 2007
      Registration Rights Agreement.***




We
      entered into a registration rights agreement on October 27, 2006 in
      connection with our October 2006 private offering and a registration rights
      agreement on June 7, 2007 in connection with our June 2007 private
      placement. These registration rights agreements require us to pay partial
      liquidated damages under certain circumstances if we do not satisfy our
      obligations under such registration rights agreements, including our obligations
      to file or obtain or maintain the effectiveness of registration statements
      as
      required under these registration rights agreements. If we are unable to satisfy
      our obligations under these registration rights agreements and we are obligated
      to pay partial liquidated damages, it may adversely impact our financial
      condition.




9




While
      the
      registration statement filed pursuant to the October 27, 2006 Registration
      Rights Agreement (File No. 333-142460) was declared effective by the SEC on
      October 25, 2007, we did not satisfy our obligations in the manner set
      forth in that registration rights agreement. As a result, we incurred partial
      liquidated damages at a rate equal to 1% of the October 2006 private
      placement purchase price for each of the shares being registered for resale
      under such registration statement on their behalf for every 30 days that we
      were
      in default (pro rated for any period less than 30 days) to the extent that
      the
      shares were held by the selling stockholder during the period of such
      non-compliance.




Our
      June
      7, 2007 Registration Rights Agreement also contains a partial liquidated damages
      provision for our failure to have the registration statement declared effective
      by the SEC by a certain date, subject to certain exceptions. While we had a
      registration statement filed pursuant to the June 7, 2007 Registration Rights
      Agreement (File No. 333-145406) declared effective by the SEC on February 8,
      2008 which covers the resale of up to 6,117,018 shares of the shares required
      to
      be registered for resale thereunder, we did not satisfy our obligations in
      the
      manner set forth in that registration rights agreement. As a result, we incurred
      partial liquidated damages under that registration rights agreement. In general,
      such partial liquidated damages are payable during the period of such
      non-compliance at a monthly rate equal to 1% of the outstanding principal amount
      of the June 2007 Notes that are not convertible into underlying shares
      covered by an effective registration statement.




***Our
      auditors have indicated that our inability to generate sufficient revenue raises
      substantial doubt as to our ability to continue as a going
      concern.***




Our
      audited consolidated financial statements for the fiscal year ended December
      31,
      2007 were prepared on a going concern basis in accordance with United States
      generally accounting principles. The going concern basis of presentation assumes
      that we will continue in operation for the foreseeable future and will be able
      to realize our assets and discharge our liabilities and commitments in the
      normal course of business. However, our auditors have indicated that our
      inability to generate sufficient revenue raises substantial doubt as to our
      ability to continue as a going concern. In the absence of significant revenues
      and profits, we are seeking to raise additional funds to meet our working
      capital needs principally through the additional sales of our securities or
      debt
      financings. However, we cannot guarantee that will be able to obtain sufficient
      additional funds when needed, or that such funds, if available, will be
      obtainable on terms satisfactory to us. In the event that these plans can not
      be
      effectively realized, there can be no assurance that we will be able to continue
      as a going concern.




***If
      we acquire or invest in other companies, assets or technologies and we are
      not
      able to integrate them with our business, or we do not realize the anticipated
      financial and strategic goals for any of these transactions, our financial
      performance may be impaired.***




As
      part
      of our growth strategy, we routinely consider acquiring or making investments
      in
      companies, assets or technologies that we believe are strategic to our business.
      We do not have extensive experience in integrating new businesses or
      technologies, and if we do succeed in acquiring or investing in a company or
      technology, we will be exposed to a number of risks, including:




·
            we
                may find that the acquired company or technology does not further
                our
                business strategy, that we overpaid for the acquired company or technology
                or that the economic conditions underlying our acquisition decision
                have
                changed;




·
            we
                may have difficulty integrating the assets, technologies, operations
                or
                personnel of an acquired company, or retaining the key personnel
                of the
                acquired company;




·
            our
                ongoing business and management’s attention may be disrupted or diverted
                by transition or integration issues and the complexity of managing
                geographically or culturally diverse
                enterprises;




·
            we
                may encounter difficulty entering and competing in new markets or
                increased competition, including price competition or intellectual
                property litigation; and




10




·
            we
                may experience significant problems or liabilities associated with
                technology and legal contingencies relating to the acquired business
                or
                technology, such as intellectual property or employment
                matters.




If
      we
      were to proceed with one or more significant acquisitions or investments in
      which the consideration included cash, we could be required to use a substantial
      portion of our available cash. To the extent we issue shares of capital stock
      or
      other rights to purchase capital stock, including options and warrants, existing
      shareholders might be diluted.




***Our
      business depends on enhancing our brand, and failing to enhance our brand would
      hurt our ability to expand our base of users, advertisers and publishers in
      the
      GoFish Network.***




Enhancing
      our brand is critical to expanding our base of users, advertisers, publishers
      in
      the GoFish Network, and other partners. We believe that the importance of brand
      recognition will increase due to the relatively low barriers to entry in the
      internet market. If we fail to enhance the our brand, or if we incur excessive
      expenses in this effort, our business, operating results and financial condition
      will be materially and adversely affected. Enhancing our brand will depend
      largely on our ability to provide high-quality products and services, which
      we
      may not do successfully.




***We
      intend to expand our operations and increase our expenditures in an effort
      to
      grow our business. If we are unable to achieve or manage significant growth
      and
      expansion, or if our business does not grow as we expect, our operating results
      may suffer.***




Our
      business plan anticipates continued additional expenditure on development and
      other growth initiatives. We may not achieve significant growth. If achieved,
      significant growth would place increased demands on our management, accounting
      systems, network infrastructure and systems of financial and internal controls.
      We may be unable to expand associated resources and refine associated systems
      fast enough to keep pace with expansion. If we fail to ensure that our
      management, control and other systems keep pace with growth, we may experience
      a
      decline in the effectiveness and focus of our management team, problems with
      timely or accurate reporting, issues with costs and quality controls and other
      problems associated with a failure to manage rapid growth, all of which would
      harm our results of operations.




***Losing
      key personnel or failing to attract and retain other highly skilled personnel
      could affect our ability to successfully grow our
      business.***




Our
      future performance depends substantially on the continued service of our senior
      management, sales and other key personnel. We do not currently maintain key
      person life insurance. If our senior management were to resign or no longer
      be
      able to serve as our employees, it could impair our revenue growth, business
      and
      future prospects. In addition, the success of our monetization and sales plans
      depends on our ability to retain people in direct sales and to hire additional
      qualified and experienced individuals into our sales organization.




To
      meet
      our expected growth, we believe that our future success will depend upon our
      ability to hire, train and retain other highly skilled personnel. Competition
      for quality personnel is intense among technology and Internet-related
      businesses such as ours. We cannot be sure that we will be successful in hiring,
      assimilating or retaining the necessary personnel, and our failure to do so
      could cause our operating results to fall below our projected growth and profit
      targets.




***Decreased
      effectiveness of equity compensation could adversely affect our ability to
      attract and retain employees and harm our business.***




We
      have
      historically used stock options as a key component of our employee compensation
      program in order to align employees' interests with the interests of our
      stockholders, encourage employee retention, and provide competitive compensation
      packages. Volatility or lack of positive performance in our stock price may
      adversely affect our ability to retain key employees, many of whom have been
      granted stock options, or to attract additional highly-qualified personnel.
      As
      of December 31, 2007, a majority of our outstanding employee stock options
      have
      exercise prices in excess of the stock price on that date.




11




***Rules
      issued under the Sarbanes-Oxley Act of 2002 may make it difficult for us to
      retain or attract qualified officers and directors, which could adversely affect
      the management of our business and our ability to retain the trading status
      of
      our common stock on the OTC Bulletin Board.***




We
      may be
      unable to attract and retain those qualified officers, directors and members
      of
      board committees required to provide for our effective management because of
      rules and regulations that govern publicly held companies, including, but not
      limited to, certifications by principal executive officers. The enactment of
      the
      Sarbanes-Oxley Act of 2002 has resulted in the issuance of rules and regulations
      and the strengthening of existing rules and regulations by the SEC. The
      perceived increased personal risk associated with these recent changes may
      deter
      qualified individuals from accepting roles as directors and executive
      officers.




We
      may
      have difficulty attracting and retaining directors with the requisite
      qualifications. If we are unable to attract and retain qualified officers and
      directors, the management of our business and our ability to retain the
      quotation of our common stock on the OTC Bulletin Board or obtain a listing
      of
      our common stock on a stock exchange or NASDAQ could be adversely
      affected.




***Our
      management has identified a number of material weaknesses in our internal
      control over financial reporting as of December 31, 2007, which, if not
      sufficiently remediated, could result in material misstatements in our annual
      or
      interim financial statements in future periods.***




In
      connection with our management’s assessment of our internal control over
      financial reporting as required under Section 404 of the Sarbanes-Oxley Act
      of
      2002, our management identified a number of material weaknesses in our internal
      control over financial reporting as of December 31, 2007. A material
      weakness is a deficiency, or a combination of deficiencies, in internal control
      over financial reporting, such that there is a reasonable possibility that
      a
      material misstatement of our annual or interim financial statements will not
      be
      prevented or detected on a timely basis. As a result, our management has
      concluded that we did not maintain effective internal control over financial
      reporting as of December 31, 2007. In addition, based on an evaluation as of
      December 31, 2007 and the identification of a number of material weaknesses
      in
      our internal control over financial reporting, our Chief Executive Officer
      and
      our Chief Accounting Officer also concluded that we did not maintain effective
      disclosure controls and procedures as of December 31, 2007.




We
      are in
      the process of implementing remediation efforts with respect to these material
      weaknesses. However, if these remediation efforts are insufficient to address
      these material weaknesses, or if additional material weaknesses in our internal
      control over financial reporting are discovered in the future, we may fail
      to
      meet our future reporting obligations, our financial statements may contain
      material misstatements and our financial conditions and results of operations
      may be adversely impacted. Any such failure could also adversely affect our
      results of periodic management assessment regarding the effectiveness of our
      internal control over financial reporting, as required by the SEC's rules under
      Section 404 of the Sarbanes-Oxley Act of 2002. The existence of a material
      weakness could result in errors in our financial statements that could result
      in
      a restatement of financial statements or failure to meet reporting obligations,
      which in turn could cause investors to lose confidence in reported financial
      information leading to a decline in our stock price.




Although
      we believe that these remediation efforts will enable us to improve our internal
      control over financial reporting, we cannot assure you that these remediation
      efforts will remediate the material weaknesses identified or that any additional
      material weaknesses will not arise in the future due to a failure to implement
      and maintain adequate internal control over financial reporting. Furthermore,
      there are inherent limitations to the effectiveness of controls and procedures,
      including the possibility of human error and circumvention or overriding of
      controls and procedures.




***We
      may have undisclosed liabilities that could harm our revenues, business,
      prospects, financial condition and results of
      operations.***




Our
      present management had no affiliation with Unibio Inc. (which changed its name
      to GoFish Corporation on September 14, 2006) prior to the October 27, 2006
      mergers. Although the October 27, 2006 Agreement and Plan of Merger
      contained customary representations and warranties regarding our pre-merger
      operations and customary due diligence was performed, all of our pre-merger
      material liabilities may not have been discovered or disclosed. We do not
      believe this to be the case but can offer no assurance as to claims which may
      be
      made against us in the future relating to such pre-merger operations. The
      Agreement and Plan of Merger and Reorganization contained a limited, upward,
      post-closing, adjustment to the number of shares of common stock issuable to
      pre-merger GoFish Technologies Inc. and Internet Television Distribution Inc.
      shareholders as a means of providing a remedy for breaches of representations
      made by us in the Agreement and Plan of Merger and Reorganization, including
      representations related to any undisclosed liabilities, however, there is no
      comparable protection offered to our other stockholders. Any such undisclosed
      pre-merger liabilities could harm our revenues, business, prospects, financial
      condition and results of operations upon our acceptance of responsibility for
      such liabilities.




12




***Regulatory
      requirements may materially adversely affect us.***




We
      are
      subject to various regulatory requirements, including the Sarbanes-Oxley Act
      of
      2002. Section 404 of the Sarbanes-Oxley Act of 2002 requires the evaluation
      and
      determination of the effectiveness of a company’s internal control over its
      financial reporting. In connection with management’s assessment of our internal
      control over financial reporting as required under Section 404 of the
      Sarbanes-Oxley Act of 2002, we identified material weaknesses in our internal
      control over financial reporting as of December 31, 2007. As a result, we
      have incurred additional costs and may suffer adverse publicity and other
      consequences of this determination.




***We
      may be subject to claims relating to certain actions taken by our former
      external legal counsel.***




In
      February 2007, we learned that three million shares of our common stock issued
      as part of private placement transaction we consummated in October 2006
      were purchased by entities controlled by Louis Zehil, who at the time of the
      purchase was a partner of our former external legal counsel for the private
      placement transaction, McGuireWoods LLP. We believe that Mr. Zehil
      improperly caused our former transfer agent not to place a required restrictive
      legend on the certificate for these three million shares and that Mr. Zehil
      then caused the entities he controlled to resell certain of these shares.
      Mr. Zehil’s conduct was reported to the SEC, and the SEC recently sued
      Mr. Zehil in connection with this matter and further alleged that
      Mr. Zehil engaged in a similar fraudulent scheme with respect to six
      additional public companies represented at the relevant time by McGuireWoods
      LLP. Mr. Zehil also is the subject of criminal charges brought by federal
      prosecutors in connection with the fraudulent scheme.




It
      is
      possible that one or more of our stockholders could claim that they somehow
      suffered a loss as a result of Mr. Zehil’s conduct and attempt to hold us
      responsible for their losses. If any such claims are successfully made against
      us and we are not adequately indemnified for those claims from available sources
      of indemnification, then such claims could have a material adverse effect on
      our
      financial condition. We also may incur significant costs resulting from our
      investigation of this matter, any litigation we may initiate as a result and
      our
      cooperation with governmental authorities. We may not be adequately indemnified
      for such costs from available sources of indemnification.




**RISKS
      RELATED TO OUR BUSINESS**




***We
      recently refined our strategic focus, and the success of our business will
      depend on our ability to effectively implement our refined strategic
      focus.***




We
      recently refined our strategic focus to narrow our target audience to the 6-17
      year old demographic and to seek to enter into contractual relationships with
      other websites (“publishers”) that we believe appeal to a similar target
      audience, under which we take on responsibility for selling their inventory
      of
      available advertising opportunities, as well as syndicating our video content
      to
      them. In connection with the development and implementation of our refined
      strategic focus, we have spent, and continue to expect to spend, additional
      time
      and costs, including those associated with advertising and marketing efforts
      and
      building a network that includes other publishers. If we are unable to
      effectively implement our refined strategic focus, our business and operating
      results would be adversely affected.




***We
      may be unable to attract advertisers to the GoFish
      Network.***




Advertising
      revenues comprise, and are expected to continue to comprise, almost entirely
      all
      of our revenues generated from the GoFish Network. Most large advertisers have
      fixed advertising budgets, only a small portion of which has traditionally
      been
      allocated to Internet advertising. In addition, the overall market for
      advertising, including Internet advertising, has been generally characterized
      in
      recent periods by softness of demand, reductions in marketing and advertising
      budgets, and by delays in spending of budgeted resources. Advertisers may
      continue to focus most of their efforts on traditional media or may decrease
      their advertising spending. If we fail to convince advertisers to spend a
      portion of their advertising budgets with us, we will be unable to generate
      revenues from advertising as we intend.




13




Even
      if
      we initially attract advertisers to the GoFish Network, they may decide not
      to
      advertise to our community if their investment does not generate sales leads,
      and ultimately customers, or if we do not deliver their advertisements in an
      appropriate and effective manner. If we are unable to provide value to our
      advertisers, advertisers may reduce the rates they are willing to pay or may
      not
      continue to place ads with us. Moreover, repercussions from click fraud may
      jeopardize the expansion of Internet advertising or adversely affect the rates
      that Internet advertisers are willing to pay. Click fraud occurs in pay per
      click online advertising when a person, automated script, or computer program
      imitates a legitimate user of a web browser clicking on an ad, for the purpose
      of generating a charge per click without having actual interest in the target
      of
      the ad’s link.




***We
      generate almost entirely all of our revenue from advertising, and the reduction
      in spending by, or loss of, advertisers could seriously harm our
      business.***




We
      generate almost entirely all of our revenues from advertisers on the GoFish
      Network. Our advertisers can generally terminate their contracts with us at
      any
      time. If we are unable to remain competitive and provide value to our
      advertisers, they may stop placing ads with us, which would negatively affect
      our revenues and business. In addition, expenditures by advertisers tend to
      be
      cyclical, reflecting overall economic conditions and budgeting and buying
      patterns. Any decreases in or delays in advertising spending due to general
      economic conditions could reduce our revenues or negatively impact our ability
      to grow our revenues. We also may encounter difficulty collecting from our
      advertisers. We are a relatively small company and advertisers may choose to
      pay
      our bills after paying debts of their larger clients.




***If
      we fail to compete effectively against other Internet advertising companies,
      we
      could lose customers or advertising inventory and our revenue and results of
      operations could decline.***




The
      Internet advertising markets are characterized by rapidly changing technologies,
      evolving industry standards, frequent new product and service introductions,
      and
      changing customer demands. The introduction of new products and services
      embodying new technologies and the emergence of new industry standards and
      practices could render our existing products and services obsolete and
      unmarketable or require unanticipated technology or other investments. Our
      failure to adapt successfully to these changes could harm our business, results
      of operations and financial condition.




The
      market for Internet advertising and related products and services is highly
      competitive. We expect this competition to continue to increase, in part because
      there are no significant barriers to entry to our industry. Increased
      competition may result in price reductions for advertising space, reduced
      margins and loss of market share. Our principal competitors include other
      companies that provide advertisers with Internet advertising solutions and
      companies that offer pay-per-click search services. We compete in the
      performance-based marketing segment with CPL and CPA performance-based
      companies, such as Advertising.com (owned by AOL), DoubleClick Performics (owned
      by DoubleClick), Direct Response Technologies (owned by Digital River), and
      Linkshare (owned by Rakuten), and we compete with other Internet advertising
      networks that focus on the traditional CPM model, including 24/7 Real Media
      (owned by WPP Group plc) and Gorilla Nation. We directly compete with a number
      of competitors in the CPC market segment, such as Advertising.com. We also
      compete with pay-per-click search companies such as Yahoo!, Google and MIVA.
      Large websites with brand recognition, such as Disney and Nickelodeon, have
      direct sales personnel and substantial proprietary online advertising inventory
      that provide significant competitive advantages compared to the GoFish Network,
      and they have a significant impact on pricing for online advertising overall.
      These companies have longer operating histories, greater name recognition and
      have greater financial, technical, sales, and marketing resources than we
      have.




14




If
      existing or future competitors develop or offer products or services that
      provide significant performance, price, creative or other advantages over those
      offered by us, our business, results of operations and financial condition
      could
      be negatively affected. We also compete with traditional advertising media,
      such
      as direct mail, television, radio, cable, and print, for a share of advertisers'
      total advertising budgets. Many current and potential competitors enjoy
      competitive advantages over us, such as longer operating histories, greater
      name
      recognition, larger customer bases, greater access to advertising space on
      high-traffic websites, and significantly greater financial, technical, sales,
      and marketing resources. As a result, we may not be able to compete
      successfully. If we fail to compete successfully, we could lose customers or
      advertising inventory and our revenue and results of operations could
      decline.




***We
      face competition from traditional media companies, and we may not be included
      in
      the advertising budgets of large advertisers, which could harm our revenues
      and
      results of operations.***




In
      addition to internet companies, we face competition from companies that offer
      traditional media advertising opportunities. Most large advertisers have fixed
      advertising budgets, a small portion of which is allocated to internet
      advertising. We expect that large advertisers will continue to focus most of
      their advertising efforts on traditional media. If we fail to convince these
      companies to spend a portion of their advertising budgets with us, or if our
      existing advertisers reduce the amount they spend on our programs, our revenues
      and results of operations would be harmed.




***We
      may be unable to attract and incorporate publishers into the GoFish
      Network.***




Our
      future revenues and success depend upon, among other things, our ability to
      attract and contract with high-quality publishers to participate in the GoFish
      Network. We cannot assure you that publishers will want to participate, or
      continue to participate, in the GoFish Network. If we are unable to successfully
      attract publishers to the GoFish Network, it could adversely affect our ability
      to generate revenues and could impede our business plan. Even if we do
      successfully attract publishers, we cannot assure you that we will be able
      to
      incorporate these publishers into the GoFish Network without substantial costs,
      delays or other problems.




***Our
      services may fail to maintain the market acceptance they have achieved or to
      grow beyond current levels, which would adversely affect our competitive
      position.***




We
      have
      not conducted any independent studies with regard to the feasibility of our
      proposed business plan, present and future business prospects and capital
      requirements. Our services may fail to gain market acceptance and our
      infrastructure to enable such expansion is still limited. Even if adequate
      financing is available and our services are ready for market, we cannot be
      certain that our services will find sufficient acceptance in the marketplace
      to
      fulfill our long and short-term goals. Failure of our services to achieve or
      maintain market acceptance would have a material adverse effect on our business,
      financial condition and results of operations.




***We
      may fail to select the best publishers for the GoFish
      Network.***




The
      number of websites aimed at the 6-17 year old demographic has increased
      substantially in recent years. Our owned and operated websites, and our
      publishers’ websites, face numerous competitors both on the Internet, and in the
      more traditional broadcasting arena. Some of these companies have substantially
      longer operating histories, significantly greater financial, marketing and
      technical expertise, and greater resources and name recognition than we do.
      Moreover, the offerings on the GoFish Network may not be sufficiently
      distinctive or may be copied by others. If we fail to attain commercial
      acceptance of our services and to be competitive with these companies, we may
      not ever generate meaningful revenues. In addition, new companies may emerge
      at
      any time with services that are superior, or that the marketplace perceives
      are
      superior, to ours.




***If
      we fail to anticipate, identify and respond to the changing tastes and
      preferences of our target demographic, our business is likely to
      suffer.***




Our
      business and results of operations depend upon the appeal of the sites in the
      GoFish Network to consumers. The tastes and preferences of our consumers,
      particularly those of the 6-17 year old demographic, frequently change, and
      our
      success depends on our ability to anticipate, identify and respond to these
      changing tastes and preferences by incorporating appropriate publishers into
      the
      GoFish Network. If we are unable to successfully predict or respond to changing
      tastes and preferences of consumers, we may not be able to establish
      relationships with the most popular publishers, which may cause our revenues
      to
      decline.




15




***We
      may be subject to market risk and legal liability in connection with the data
      collection capabilities of the publishers in the GoFish
      Network.***




Many
      components of websites on the GoFish Network are interactive Internet
      applications that by their very nature require communication between a client
      and server to operate. To provide better consumer experiences and to operate
      effectively, many of the websites on the GoFish Network collect certain
      information from users. The collection and use of such information may be
      subject to U.S. state and federal privacy and data collection laws and
      regulations, as well as foreign laws such as the EU Data Protection Directive.
      Recent growing public concern regarding privacy and the collection, distribution
      and use of information about Internet users has led to increased federal, state
      and foreign scrutiny and legislative and regulatory activity concerning data
      collection and use practices. The United States Congress currently has pending
      legislation regarding privacy and data security measures (e.g., S. 495, the
      "Personal Data Privacy and Security Act of 2007"). Any failure by us to comply
      with applicable federal, state and foreign laws and the requirements of
      regulatory authorities may result in, among other things, in liability and
      materially harm our business.




The
      websites on the GoFish Network post privacy policies concerning the collection,
      use and disclosure of user data, including that involved in interactions between
      our client and server products. Because of the evolving nature of our business
      and applicable law, such privacy policies may now or in the future fail to
      comply with applicable law. The websites on the GoFish Network are
      subject to various federal and state laws concerning the collection and use
      of
      information regarding individuals. These laws include the Children's Online
      Privacy Protection Act, the Federal Drivers Privacy Protection Act of 1994,
      the
      privacy provisions of the Gramm-Leach-Bliley Act, the Federal CAN-SPAM Act
      of
      2003, as well as other laws that govern the collection and use of information.
      We cannot assure you that the websites on the GoFish Network are currently
      in
      compliance, or will remain in compliance, with these laws and their own privacy
      policies. Any
      failure to comply with posted privacy policies, any failure to conform privacy
      policies to changing aspects of the business or applicable law, or any existing
      or new legislation regarding privacy issues could impact the market for our
      publishers’ websites, technologies and products and this may adversely affect
      our business.




***Activities
      of advertisers or publishers in the GoFish Network could damage our reputation
      or give rise to legal claims against us.***




The
      promotion of the products and services by publishers in the GoFish Network
      may
      not comply with federal, state and local laws, including but not limited to
      laws
      and regulations relating to the Internet. Failure of our publishers to comply
      with federal, state or local laws or our policies could damage our reputation
      and adversely affect our business, results of operations or financial condition.
      We cannot predict whether our role in facilitating our customers’ marketing
      activities would expose us to liability under these laws. Any claims made
      against us could be costly and time-consuming to defend. If we are exposed
      to
      this kind of liability, we could be required to pay substantial fines or
      penalties, redesign our business methods, discontinue some of our services
      or
      otherwise expend resources to avoid liability.




We
      also
      may be held liable to third parties for the content in the advertising we
      deliver on behalf of our publishers. We may be held liable to third parties
      for
      content in the advertising we serve if the music, artwork, text or other content
      involved violates the copyright, trademark or other intellectual property rights
      of such third parties or if the content is defamatory, deceptive or otherwise
      violates applicable laws or regulations. Any claims or counterclaims could
      be
      time consuming, result in costly litigation or divert management’s
      attention.




***We
      depend on third-party Internet, telecommunications and technology providers
      for
      key aspects in the provision of our services and any failure or interruption
      in
      the services that third parties provide could disrupt our
      business.***




We
      depend
      heavily on several third-party providers of Internet and related
      telecommunication services, including hosting and co-location facilities, as
      well as providers of technology solutions, including software developed by
      third
      party vendors, in delivering our services. In addition, we use third party
      vendors to assist with product development, campaign deployment and support
      services for some of our products and services. These companies may not continue
      to provide services or software to us without disruptions in service, at the
      current cost or at all.




16




If
      the
      products and services provided by these third-party vendors are disrupted or
      not
      properly supported, our ability to provide our products and services would
      be
      adversely impacted. In addition, any financial or other difficulties our third
      party providers face may have negative effects on our business, the nature
      and
      extent of which we cannot predict. While we believe our business relationships
      with our key vendors are good, a material adverse impact on our business would
      occur if a supply or license agreement with a key vendor is materially revised,
      is not renewed or is terminated, or the supply of products or services were
      insufficient or interrupted. The costs associated with any transition to a
      new
      service provider could be substantial, require us to reengineer our computer
      systems and telecommunications infrastructure to accommodate a new service
      provider and disrupt the services we provide to our customers. This process
      could be both expensive and time consuming and could damage our relationships
      with customers.




In
      addition, failure of our Internet and related telecommunications providers
      to
      provide the data communications capacity in the time frame we require could
      cause interruptions in the services we provide. Unanticipated problems affecting
      our computer and telecommunications systems in the future could cause
      interruptions in the delivery of our services, causing a loss of revenue and
      potential loss of customers.




***More
      individuals are using non-PC devices to access the internet. We may be unable
      to
      capture market share for advertising on these
      devices.***




The
      number of people who access the Internet through devices other than personal
      computers, including mobile telephones, smart phones, handheld computers and
      video game consoles, has increased dramatically in the past few years. Most
      of
      the publishers in the GoFish Network originally designed their services for
      rich, graphical environments such as those available on desktop and laptop
      computers. The lower resolution, functionality and memory associated with
      alternative devices make the use of these websites difficult and the publishers
      in the GoFish Network developed for these devices may not be compelling to
      users
      of alternative devices. In addition, the creative advertising solutions that
      thrive in rich environments may be less attractive to advertisers on these
      devises. The use of such creative advertising is part what makes our services
      attractive to advertisers and is what most contributes to our margins. If we
      are
      slow to develop services and technologies that are more compatible with non-PC
      communications devices or if we are unable to attract and retain a substantial
      number of publishers that focus on alternative device users to our online
      services, we will fail to capture a significant share of an increasingly
      important portion of the market for online services, which could adversely
      affect our business.




**RISKS
      RELATED TO OUR INDUSTRY**




***Anything
      that causes users of websites on the GoFish Network to spend less time on their
      computers, including seasonal factors and national events, may impact our
      profitability.***




Anything
      that diverts users of the GoFish Network from their customary level of usage
      could adversely affect our business. Geopolitical events such as war, the threat
      of war or terrorist activity, and natural disasters such as hurricanes or
      earthquakes all could adversely affect our profitability. Similarly, our results
      of operations historically have varied seasonally because many of our users
      reduce their activities on our website with the onset of good weather during
      the
      summer months, and on and around national holidays.




***If
      the delivery of Internet advertising on the Web is limited or blocked, demand
      for our services may decline.***




Our
      business may be adversely affected by the adoption by computer users of
      technologies that harm the performance of our services. For example, computer
      users may use software designed to filter or prevent the delivery of Internet
      advertising, including pop-up and pop-under advertisements; block, disable
      or
      remove cookies used by our ad serving technologies; prevent or impair the
      operation of other online tracking technologies; or misrepresent measurements
      of
      ad penetration and effectiveness. We cannot assure you that the proportion
      of
      computer users who employ these or other similar technologies will not increase,
      thereby diminishing the efficacy of our products and services. In the event
      that
      one or more of these technologies became more widely adopted by computer users,
      demand for our products and services would decline.




17




***Direct
      marketers and advertisers may be reluctant to devote a portion of their budgets
      to marketing technology and data products and services or online
      advertising.***




Companies
      doing business on the Internet, including us, must compete with traditional
      advertising media, including television, radio, cable and print, for a share
      of
      advertisers’ total marketing budgets. Potential customers may be reluctant to
      devote a significant portion of their marketing budget to online advertising
      or
      marketing technology and data products and services if they perceive the
      Internet or direct marketing to be a limited or ineffective marketing medium.
      Any shift in marketing budgets away from marketing technology and data products
      or services or online advertising spending, or our offerings in particular,
      could materially and adversely affect our business, results of operations or
      financial condition. In addition, online advertising could lose its appeal
      to
      those direct marketers and advertisers using the Internet as a result of its
      ad
      performance relative to other media.




***The
      lack of appropriate measurement standards or tools may cause us to lose
      customers or prevent us from charging a sufficient amount for our products
      and
      services.***




Because
      many online marketing technology and data products and services remain
      relatively new disciplines, there is often no generally accepted methods or
      tools for measuring the efficacy of online marketing and advertising as there
      are for advertising in television, radio, cable and print. Therefore, many
      advertisers may be reluctant to spend sizable portions of their budget on online
      marketing and advertising until more widely accepted methods and tools that
      measure the efficacy of their campaigns are developed. In addition, direct
      marketers are often unable to accurately measure campaign performance across
      all
      response channels or identify which of their marketing methodologies are driving
      customers to make purchases. Therefore, our customers may not be able to assess
      the effectiveness of our services and as a result, we could lose customers,
      fail
      to attract new customers or existing customer could reduce their use of our
      services.




We
      could
      lose customers or fail to gain customers if our services do not utilize the
      measuring methods and tools that may become generally accepted. Further, new
      measurement standards and tools could require us to change our business and
      the
      means used to charge our customers, which could result in a loss of customer
      revenues and adversely impact our business, financial condition and results
      of
      operation.




***Improper
      conduct by users of our websites could subject us to claims and compliance
      costs.***




The
      terms
      of use of our owned and operated websites prohibit a broad range of unlawful
      or
      undesirable conduct. However, we are unable to block access in all instances
      to
      users who are determined to gain access to our websites for improper motives.
      Claims may be threatened or brought against us using various legal theories
      based on the nature and content of information that may be posted online or
      generated by our users or the use of our technology to copy or distribute
      third-party content. Investigating and defending any of these types of claims
      could be expensive, even if the claims do not ultimately result in liability.
      In
      addition, we may incur substantial costs to enforce our terms of use and to
      exclude certain users of our websites who violate such terms of use or who
      otherwise engage in unlawful or undesirable conduct.




***We
      may infringe on third-party intellectual property rights and could become
      involved in costly intellectual property litigation.***




Other
      parties claiming infringement by the software on our owned and operated sites
      or
      other aspects of our business could sue us. We may be liable to third parties
      for content available or posted on our owned and operated websites, including
      music videos and clips from movies or television, which may violate the
      copyright, trademark or other intellectual property rights of such third
      parties, or we may be liable if the content is defamatory.




18




In
      addition, any future claims, with or without merit, could impair our business
      and financial condition because they could:




·
            result
                in significant litigation costs;




·
            divert
                the attention of management;




·
            divert
                resources; or




·
            require
                us to enter into royalty and licensing agreements that may not be
                available on terms acceptable to us or at
                all.




***We
      may experience unexpected expenses or delays in service enhancements if we
      are
      unable to license third-party technology on commercially reasonable
      terms.***




We
      rely
      on a variety of technology that we license from third parties. These third-party
      technology licenses might not continue to be available to us on commercially
      reasonable terms or at all. If we are unable to obtain or maintain these
      licenses on favorable terms, or at all, our ability to efficiently deliver
      advertisements at the best rates available might be impaired and this would
      adversely impact our business.




***Our
      Owned and Operated websites are subject to security risks that could harm our
      reputation and expose us to litigation or liability.***




Online
      commerce and communications depend on the ability to transmit confidential
      or
      proprietary information securely over private and public networks. Any
      compromise of our ability to transmit and store such information and data
      securely, and any costs associated with preventing or eliminating such problems,
      could impair our ability to distribute technologies and products or collect
      revenue, threaten the proprietary or confidential nature of our technology,
      harm
      our reputation and expose us to litigation or liability. We also may be required
      to expend significant capital or other resources to protect against the threat
      of security breaches or hacker attacks or to alleviate problems caused by such
      breaches or attacks. Any successful attack or breach of our security could
      hurt
      consumer demand for our technologies and products and expose us to consumer
      class action lawsuits and other liabilities.




***It
      is not yet clear how laws designed to protect children that use the Internet
      may
      be interpreted and enforced, and whether new similar laws will be enacted in
      the
      future which may apply to our business in ways that may subject us to potential
      liability.***




The
      Children's Online Privacy Protection Act (“COPPA”) imposes civil penalties for
      collecting personal information from children under the age of 13. While we
      have
      narrowed our target audience on the GoFish Network to the 6-17 year old
      demographic, we do not allow users under 13 to register on our owned and
      operated websites and we do not collect personal information from children
      under
      the age of 13. However, we are not able to control the ways in which consumers
      use our technology, and our technology may be used for purposes that violate
      these laws. In addition, publishers in the GoFish Network may violate COPPA
      on
      their websites.




Although
      COPPA is a relatively new law, the Federal Trade Commission (“FTC”) has recently
      been more active in enforcing violations with COPPA. In the last 18 months,
      the
      FTC has brought a number of actions against website operators for failure to
      comply with COPPA requirements, and has imposed fines of up to $1 million.
      Future legislation similar to these Acts could subject us to potential liability
      if we were deemed to be non-compliant with such rules and
      regulations.




We
      may
      also be subject to the provisions of the Child Online Protection Act (“COPA”),
      which restricts the distribution of certain materials deemed harmful to
      children. COPA is also designed to restrict access to such materials by
      children, and accordingly, the provisions of COPA may apply to certain Internet
      product and service providers even though such companies are not engaged in
      the
      business of distributing the harmful materials. Although some court decisions
      have cast doubt on the constitutionality of COPA, and we have instituted
      processes for voluntary compliance with provisions of COPA that may be relevant
      to our business, COPA could subject us to liability.




19




***Increasing
      governmental regulation of the Internet could harm our
      business.***




The
      publishers in the GoFish Network are subject to the same federal, state and
      local laws as other companies conducting business on the Internet. Today there
      are relatively few laws specifically directed towards conducting business on
      the
      Internet. However, due to the increasing popularity and use of the Internet,
      many laws and regulations relating to the Internet are being debated at the
      state and federal levels. These laws and regulations could cover issues such
      as
      user privacy, freedom of expression, pricing, fraud, quality of products and
      services, advertising, intellectual property rights and information security.
      Furthermore, the growth and development of Internet commerce may prompt calls
      for more stringent consumer protection laws that may impose additional burdens
      on companies conducting business over the Internet.




Applicability
      to the Internet of existing laws governing issues such as property ownership,
      copyrights and other intellectual property issues, libel, obscenity and personal
      privacy could also harm our business. The majority of these laws was adopted
      before the advent of the Internet, and do not contemplate or address the unique
      issues raised by the Internet. The courts are only beginning to interpret those
      laws that do reference the Internet, such as the Digital Millennium Copyright
      Act and COPPA, and their applicability and reach are therefore uncertain. These
      current and future laws and regulations could harm our business, results of
      operation and financial condition.




In
      addition, several telecommunications carriers have requested that the Federal
      Communications Commission regulate telecommunications over the Internet. Due
      to
      the increasing use of the Internet and the burden it has placed on the current
      telecommunications infrastructure, telephone carriers have requested the FCC
      to
      regulate Internet service providers and impose access fees on those providers.
      If the FCC imposes access fees, the costs of using the Internet could increase
      dramatically which could result in the reduced use of the Internet as a medium
      for commerce and have a material adverse effect on our Internet business
      operations.




***We
      depend on the growth of the Internet and Internet infrastructure for our future
      growth, and any decrease or less than anticipated growth in Internet usage
      could
      adversely affect our business prospects.***




Our
      future revenue and profits, if any, depend upon the continued widespread use
      of
      the Internet as an effective commercial and business medium. Factors which
      could
      reduce the widespread use of the Internet include:




·
            possible
                disruptions or other damage to the Internet or telecommunications
                infrastructure;




·
            failure
                of the individual networking infrastructures of our merchant advertisers
                and distribution partners to alleviate potential overloading and
                delayed
                response times;




·
            a
                decision by merchant advertisers to spend more of their marketing
                dollars
                in offline areas;




·
            increased
                governmental regulation and taxation;
                and




·
            actual
                or perceived lack of security or privacy
                protection.




In
      addition, websites have experienced interruptions in their service as a result
      of outages and other delays occurring throughout the Internet network
      infrastructure, and as a result of sabotage, such as electronic attacks designed
      to interrupt service on many websites. The Internet could lose its viability
      as
      a commercial medium due to reasons including increased governmental regulation
      or delays in the development or adoption of new technologies required to
      accommodate increased levels of Internet activity. If use of the Internet does
      not continue to grow, or if the Internet infrastructure does not effectively
      support our growth, our revenue and results of operations could be materially
      and adversely affected.




**RISKS
      RELATED TO OUR COMMON STOCK**




***You
      may have difficulty trading our common stock as there is a limited public market
      for shares of our common stock.***




Our
      common stock is currently quoted on the NASD’s OTC Bulletin Board under the
      symbol “GOFH.OB.” Our common stock is not actively traded and there is a limited
      public market for our common stock. As a result, a stockholder may find it
      difficult to dispose of, or to obtain accurate quotations of the price of,
      our
      common stock. This severely limits the liquidity of our common stock, and would
      likely have a material adverse effect on the market price for our common stock
      and on our ability to raise additional capital. An active public market for
      shares of our common stock may not develop, or if one should develop, it may
      not
      be sustained.




20




***Applicable
      SEC rules governing the trading of “penny stocks” may limit the trading and
      liquidity of our common stock which may affect the trading price of our common
      stock.***




Our
      common stock is currently quoted on the NASD’s OTC Bulletin Board. On March 28,
      2008, the closing price of our common stock was $0.41 per share. Stocks such
      as
      ours which trade below $5.00 per share are generally considered “penny stocks”
and subject to SEC rules and regulations which impose limitations upon the
      manner in which such shares may be publicly traded. These regulations require
      the delivery, prior to any transaction involving a penny stock, of a disclosure
      schedule explaining the penny stock market and the associated risks. Under
      these
      regulations, certain brokers who recommend such securities to persons other
      than
      established customers or certain accredited investors must make a special
      written suitability determination regarding such a purchaser and receive such
      purchaser’s written agreement to a transaction prior to sale. These regulations
      have the effect of limiting the trading activity of our common stock and
      reducing the liquidity of an investment in our common stock.




***There
      is a limited public market for shares of our common stock, which may make it
      difficult for investors to sell their shares.***




There
      is
      a limited public market for shares of our common stock. An active public market
      for shares of our common stock may not develop, or if one should develop, it
      may
      not be sustained. Therefore, investors may not be able to find purchasers for
      their shares of our common stock.




***The
      price of our common stock has been and is likely to continue to be highly
      volatile, which could lead to losses by investors and costly securities
      litigation.***




The
      trading price of our common stock has been and is likely to continue to be
      highly volatile and could fluctuate in response to factors such as:




·
            actual
                or anticipated variations in our operating
                results;




·
            announcements
                of technological innovations by us or our
                competitors;




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




·
            adoption
                of new accounting standards affecting our
                industry;




·
            additions
                or departures of key personnel;




·
            introduction
                of new services by us or our
                competitors;




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




·
            conditions
                or trends in the Internet and online commerce industries;
                and




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




The
      stock
      market has experienced significant price and volume fluctuations, and the market
      prices of stock in technology companies, particularly Internet-related
      companies, have been highly volatile. In the past, following periods of
      volatility in the market price of a company’s securities, securities class
      action litigation has often been initiated against the company. Litigation
      initiated against us, whether or not successful, could result in substantial
      costs and diversion of our management’s attention and resources, which could
      harm our business and financial condition.




***We
      do not anticipate dividends to be paid on our common stock, and stockholders
      may
      lose the entire amount of their investment.***




A
      dividend has never been declared or paid in cash on our common stock, and we
      do
      not anticipate such a declaration or payment for the foreseeable future. We
      expect to use future earnings, if any, to fund business growth. Therefore,
      stockholders will not receive any funds absent a sale of their shares. We cannot
      assure stockholders of a positive return on their investment when they sell
      their shares, nor can we assure that stockholders will not lose the entire
      amount of their investment.




21




***Securities
      analysts may not initiate coverage or continue to cover our common stock, and
      this may have a negative impact on our market price.***




The
      trading market for our common stock will depend, in part, on the research and
      reports that securities analysts publish about us and our business. We do not
      have any control over these analysts. There is no guarantee that securities
      analysts will cover our common stock. If securities analysts do not cover our
      common stock, the lack of research coverage may adversely affect its market
      price. If we are covered by securities analysts, and our stock is downgraded,
      our stock price would likely decline. If one or more of these analysts ceases
      to
      cover us or fails to publish regular reports on us, we could lose visibility
      in
      the financial markets, which could cause our stock price or trading volume
      to
      decline.




***You
      may experience dilution of your ownership interests because of the future
      issuance of additional shares of our common stock and our preferred
      stock.***




In
      the
      future, we may issue our authorized but previously unissued equity securities,
      resulting in the dilution of the ownership interests of our present
      stockholders. We are currently authorized to issue an aggregate of 310,000,000
      shares of capital stock consisting of 300,000,000 shares of common stock and
      10,000,000 shares of preferred stock with preferences and rights to be
      determined by our board of directors. As of December 31, 2007, there were:
      25,169,739 shares of common stock outstanding; 7,194,777 shares reserved for
      issuance upon the exercise of outstanding options under our 2004 Stock Plan,
      our
      2006 Equity Incentive Plan and our 2007 Non-Qualified Stock Option Plan;
      4,035,899 shares reserved for issuance upon the exercise of outstanding warrants
      (other than the June 2007 warrants); and 35,000,000 shares for issuance
      upon conversion of the June 2007 Notes and exercise of the June 2007
      Warrants. In the case of our convertible securities, including our
      June 2007 Notes, warrants and options, the perception of a significant
      market “overhang” resulting from the existence of our obligations to honor the
      conversions or exercises may create downward pressure on the trading price
      of
      our common stock. In addition, the June 2007 Notes, the June 2007
      Warrants and the June 2007 Placement Agent Warrants are also subject to
      full-ratchet anti-dilution protection that, if triggered, could operate to
      create substantial additional dilution for our then-existing stockholders if
      we
      need to raise additional funds at a time when the price an investor would pay
      for our common stock is less than $1.60 per share (in the case of the
      June 2007 Notes) or $1.75 per share (in the case of the June 2007
      Warrants or the June 2007 Placement Agent Warrants).




We
      may
      also issue additional shares of our common stock or other securities that are
      convertible into or exercisable for common stock in connection with hiring
      or
      retaining employees or consultants, future acquisitions, future sales of our
      securities for capital raising purposes, or for other business purposes. On
      August 10, 2007, we entered into an Amended and Restated Strategic Alliance
      Agreement with Kaleidoscope Sports and Entertainment LLC (“KSE”), pursuant to
      which, among other things, KSE surrendered its warrants under the original
      Strategic Alliance Agreement (including its previously-issued warrants to
      purchase 500,000 shares of common stock) in exchange for warrants to purchase
      166,667 shares of common stock. In November 2007, we issued to an accredited
      investor warrants to purchase 46,875 shares of our common stock at an exercise
      price of $1.75. On December 10, 2007, we entered into a stock and warrant
      issuance agreement with MiniClip Limited, pursuant to which we agreed to issue
      300,000 shares of our common stock and a warrant to purchase an additional
      300,000 shares of our common stock at an exercise price of $1.75 per share.
      On
      December 12, 2007, we entered into a stock issuance and participation rights
      agreement with MTV Networks, a division of Viacom International Inc., pursuant
      to which we issued 1,000,000 restricted shares of our common stock. In February
      2008, we issued warrants to purchase 170,000 restricted shares of our common
      stock at an exercise price of $1.75 per share to service providers.




The
      future issuance of any such additional shares of our common stock or other
      securities may create downward pressure on the trading price of our common
      stock. There can be no assurance that we will not be required to issue
      additional shares, warrants or other convertible securities in the future in
      conjunction with hiring or retaining employees or consultants, future
      acquisitions, future sales of our securities for capital raising purposes or
      for
      other business purposes, including at a price (or exercise prices) below the
      price at which shares of our common stock are currently quoted on the OTC
      Bulletin Board.




22




***Even
      though we are not a California corporation, our common stock could still be
      subject to a number of key provisions of the California General Corporation
      Law.***




Under
      Section 2115 of the California General Corporation Law (the “CGCL”),
      corporations not organized under California law may still be subject to a number
      of key provisions of the CGCL. This determination is based on whether the
      corporation has significant business contacts with California and if more than
      50% of its voting securities are held of record by persons having addresses
      in
      California. In the immediate future, we will continue the business and
      operations of GoFish Technologies Inc. and a majority of our business
      operations, revenue and payroll will be conducted in, derived from, and paid
      to
      residents of California. Therefore, depending on our ownership, we could be
      subject to certain provisions of the CGCL. Among the more important provisions
      are those relating to the election and removal of directors, cumulative voting,
      standards of liability and indemnification of directors, distributions,
      dividends and repurchases of shares, shareholder meetings, approval of certain
      corporate transactions, dissenters' and appraisal rights, and inspection of
      corporate records.




**ITEM
      2.**  ****DESCRIPTION
      OF PROPERTY.****




Our
      executive offices are located at 706 Mission Street, 10 th Floor,
      San Francisco, California 94103, and our phone number is (415) 738-8706. Our
      executive offices in San Francisco consist of approximately 10,000 square feet,
      and we currently lease the facilities for $17,968 per month under a lease
      expiring in April 2009. Our New York office is located at 34 West 22 nd Street,
      5th. Floor, New York, New York. The New York office consists of approximately
      2,300 square feet, and we currently lease it for $8,625 per month under a lease
      expiring in October 2011. We also have an office in Los Angeles at 4571 Wilshire
      Blvd. 3rd. Floor, Los Angeles, California. The office is approximately 250
      square feet plus common areas, and we lease it for $1,035 per month on a
      month-to-month basis.




**ITEM
      3. **LEGAL
      PROCEEDINGS.****




From
      time
      to time we may be named in claims arising in the ordinary course of business.
      Currently, no legal proceedings, government actions, administrative actions,
      investigations or claims are pending against us or involve us that, in the
      opinion of our management, could reasonably be expected to have a material
      adverse effect on our business and financial condition.




**ITEM
      4. **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITIES
      HOLDERS.****




None.




**PART
      II**




ITEM
      5.MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES.




Our
      common stock is quoted on the OTC Bulletin Board of the National Association
      of
      Securities Dealers, Inc. under the symbol “GOFH.OB.” From July 3, 2006 until
      mid-September 2006 our stock was quoted under the symbol “UBIO.” From
      mid-September 2006 to the present our stock has been quoted under the symbol
      “GOFH.OB.” The following table sets forth, for the fiscal quarters indicated,
      the high and low closing bid prices per share of our common stock as reported
      by
      the National Association of Securities Dealers composite feed or other qualified
      interdealer quotation medium. Such quotations reflect inter-dealer prices,
      without retail mark-up, mark-down or commission, and may not represent actual
      transactions. Where applicable, the prices set forth below give retroactive
      effect to our 8.333334-for-1 forward stock split which was effected on October
      9, 2006.




Quarter
                Ended
            
            High
                Bid
            
            Low
                BidSeptember
                30, 2006
            
            $
            0.025
            
            $
            0.01December
                31, 2006
            
            $
            4.69
            
            $
            0.025March
                31, 2007
            
            $
            5.95
            
            $
            3.65June
                30, 2007
            
            $
            4.30
            
            $
            1.04September
                30, 2007
            
            $
            1.11
            
            $
            0.26December
                31, 2007
            
            $
            0.55
            
            $
            0.16March
                31, 2008 (through March 28, 2008)
            
            $
            0.57
            
            $
            0.23




23




As
      of
      December 31, 2007, there were 25,169,739 shares of our common stock issued
      and
      outstanding.




As
      of
      December 31, 2007, there were 113 holders of record of shares of our common
      stock.




**Dividend
      Policy**




We
      have
      never declared or paid dividends. We intend to retain earnings, if any, to
      support the development of the business and therefore does not anticipate paying
      cash dividends for the foreseeable future. Payment of future dividends, if
      any,
      will be at the discretion of our board of directors after taking into account
      various factors, including current financial condition, operating results and
      current and anticipated cash needs.




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




As
      of the
      end of fiscal year 2007, we had the following securities authorized for
      issuance under (i) the 2004 Plan (as hereinafter defined), the former GoFish
      stock option plan that was adopted by GoFish in connection with the merger,
      (ii)
      the 2006 Plan (as hereinafter defined), and (iii) the 2007 Plan (as hereinafter
      defined):




**Plan
                category**
            
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
            
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
            
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))****(a)**
            
            **(b)**
            
            **(c)**Equity
                compensation plans approved by security holders
            
            
            2,418,640
            
            
            1.28
            
            
            0Equity
                compensation plans not approved by security holders
            
            
            4,776,130
            
            
            0.72
            
            
            2,723,870Total
            
            
            7,194,770
            
            
            0.91
            
            
            2,723,870





***2004
      Stock Plan***




In
      2004,
      the board of directors of GoFish Technologies adopted a 2004 Stock Plan (the
      “2004 Plan”). The 2004 Plan authorized the board of directors to grant incentive
      stock options and non-statutory stock options to employees, directors, and
      consultants for up to 2,000,000 shares of common stock. Under the Plan,
      incentive stock options and nonqualified stock options were to be granted at
      a
      price that is no less than 100% of the fair value of the stock at the date
      of
      grant. Options will be vested over a period according to the option agreement,
      and are exercisable for a maximum period of ten years after date of
      grant.




24




In
      May
      2006, GoFish Technologies increased the shares reserved for issuance under
      the
      2004 Plan from 2,000,000 to 4,588,281. Upon completion of the merger, GoFish
      decreased the shares reserved under the 2004 Plan from 4,588,281 to 804,188
      and
      froze the 2004 Plan resulting in no additional options being available for
      grant
      under the 2004 Plan.




***2006
      Equity Incentive Plan***




Prior
      to
      the merger, our board of directors and a majority of our stockholders approved
      and adopted the 2006 Equity Incentive Plan (the “2006 Plan”). Initially a total
      of 2,000,000 shares of our common stock was reserved for issuance under the
      2006
      Plan; however, on October 30, 2006, in accordance with the terms of the
      2006 Plan, our board of directors increased the number of shares reserved under
      the 2006 Plan to 4,000,000 shares, subject to approval by our stockholders
      within one year of such date. If an incentive award granted under the 2006
      Plan
      expires, terminates, is unexercised or is forfeited, or if any shares are
      surrendered to us in connection with an incentive award, the shares subject
      to
      such award and the surrendered shares will become available for further awards
      under the 2006 Plan. In March 2008, our board of directors froze the 2006 Plan
      resulting in no additional options being available for grant under the 2006
      Plan.




***2007
      Non-Qualified Stock Option Plan***




On
      October 24, 2007, our board of directors approved and adopted the 2007
      Non-Qualified Stock Option Plan (the “2007 Plan”). Initially, a total of
      3,600,000 shares of our common stock was reserved for issuance under the 2007
      Plan; however, in accordance with the terms of the 2007 Plan, on October 31,
      2007, our board of directors increased the number of shares reserved under
      the
      2007 Plan to 4,000,000 and on December 18, 2007, it increased the number of
      shares reserved under the 2007 Plan to 5,500,000 shares. On February 5, 2008,
      our board of directors further increased the number of shares reserved under
      the
      2007 Plan to 10,500,000. If an incentive award granted under the 2007 Plan
      expires, terminates, is unexercised or is forfeited, or if any shares are
      surrendered to us in connection with an incentive award, the shares subject
      to
      such award and the surrendered shares will become available for further awards
      under the 2007 Plan.




*Administration*




Our
      board
      of directors (or any committee composed of members of our board of directors
      appointed by our board of directors to administer the 2007 Plan), administers
      the 2007 Plan. The administrator has the authority to, among other things,
      (i) select the employees, consultants and directors to whom options may be
      granted, (ii) grant options, (iii) determine the number of shares
      underlying option grants, (iv) approve forms of option agreements for use under
      the 2007 Plan, (v) determine the terms and conditions of the options and (vi)
      subject to certain exceptions, amend the terms of any outstanding option granted
      under the 2007 Plan.




The
      2007
      Plan also contains provisions governing: (i) the treatment of options under
      the
      2007 Plan upon the occurrence of certain corporate transactions (including
      merger, consolidation, sale of all or substantially all the assets of the
      Company, or complete liquidation or dissolution of the Company) and changes
      in
      control of the Company, (ii) transferability of options and (iii) tax
      withholding upon the exercise or vesting of an option.




*Grants*




The
      2007
      Plan authorizes grants of nonqualified stock options to eligible employees,
      directors and consultants. The term of each option under the 2007 Plan may
      be no
      more than ten years from the date of grant. Options granted under the 2007
      Plan
      entitle the grantee, upon exercise, to purchase a specified number of shares
      from us at a specified exercise price per share. The exercise price for an
      Option is determined by the administrator, but it cannot be less than the fair
      market value of our common stock on the date of grant unless agreed to otherwise
      at the time of the grant.




25




*Duration,
      Amendment, and Termination*




The
      2007
      Plan will continue in effect for a term of ten years, unless sooner terminated.
      Our board of directors may at any time amend, suspend or terminate the 2007
      Plan.




**ITEM
      6.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**




This
      Management’s Discussion and Analysis provides information that we believe is
      relevant to an assessment and understanding of our financial condition and
      results of operations. This Management’s Discussion and Analysis should be read
      in conjunction with the audited consolidated financial statements and related
      notes thereto included in this Annual Report on Form 10-KSB beginning on page
      F-1.




This
      Annual Report on Form 10-KSB, including this Management’s Discussion and
      Analysis, contains, in addition to historical information, forward-looking
      statements that involve risks and uncertainties, such as statements of our
      plans, objectives, expectations and intentions. Any statements that are not
      statements of historical fact are forward-looking statements. When used, the
      words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,”
and the like, and/or future-tense or conditional constructions (e.g., “will,”
“may,” “could,” “should,” etc.) or similar expressions identify certain of these
      forward-looking statements.




These
      forward-looking statements are subject to risks and uncertainties that could
      cause actual results or events to differ materially from those expressed or
      implied by the forward-looking statements in this Annual Report on Form 10-KSB.
      Factors that could cause or contribute to such differences include, but are
      not
      limited to, those discussed in this Annual Report on Form 10-KSB, and in
      particular, the risks discussed under the heading “Risk Factors” in Item 1
      of this Annual Report on Form 10-KSB and those discussed in other documents
      we
      file with the SEC. We undertake no obligation to revise or publicly release
      the
      results of any revision to these forward-looking statements. Given these risks
      and uncertainties, readers are urged not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this Annual
      Report on Form 10-KSB.




**Overview**




GoFish
      is
      a young and rapidly growing company that operates an online youth media and
      entertainment network. We specialize in creating, aggregating, distributing,
      and
      monetizing premium youth content on a network of quality youth sites. We reach
      over 19 million users domestically, currently ranking as the third-largest
      online opportunity in the “Kids-Entertainment” and “Teen-Community”
categories.




**Results
      of Operations**




The
      following discussion of the results of our operations and financial condition
      should be read in conjunction with our audited consolidated financial statements
      and related notes thereto included in this Annual Report on Form 10-KSB
      beginning on page F-1.




*Summary
      of 2007 Results*




Our
      total
      revenues were $2,081,182 for the year ended December 31, 2007, increasing 7,973%
      from the prior year amount of $25,779. The increase reflects higher sales from
      advertising that was sold across the GoFish Network. According to comScore
      Media
      Metrix, the GoFish Network reached roughly 10.3 million unique U.S. users
      per month at the end of 2007 (and 19.4 million as of March 28,
      2008).




Total
      costs of revenues and expenses were $17.3 million in 2007, increasing 233%
      from
      the prior year amount of $5.2 million. These increases were primarily due to
      direct payments to publishers for revenue share on advertising revenues,
      compensation-related expenses, advertising and other marketing related expenses,
      public company costs, our build-out of technical and operational support
      infrastructure, and acquisition costs related to our previously proposed
      acquisition of Bolt Media, which was terminated in August 2007.




26




*2008
      Outlook*




We
      expect
      that revenue will increase in fiscal 2008 as a result of our planned continued
      expansion of the GoFish Network’s reach, scale and scope. We also expect to
      incur additional expenses for the development and expansion of our publisher
      network, marketing campaigns for a number of our programming launches and the
      continuing integration of our businesses. In addition, we anticipate gains
      in
      operating efficiencies as a result of the increase to our sales and marketing
      organization. Our revenue expectations are based on certain assumptions and
      subject to certain risk factors and uncertainties that could cause actual
      results to differ materially from those expectations. Our revenue expectations
      assume that we will continue in operation for the foreseeable future. As
      discussed under the heading “Risk Factors”, our auditors have indicated that our
      inability to generate sufficient revenue raises substantial doubt as to our
      ability continue as a going concern. In addition, our revenues fluctuate from
      quarter to quarter and are unpredictable. We expect that our revenues will
      continue to fluctuate in the future due to a number of factors, some of which
      are beyond our control. Accordingly, it is difficult for us to accurately
      forecast our revenues. Factors causing fluctuations in our revenues include:
      (i)
      our ability to attract quality publishers to the GoFish Network; (ii) our
      ability to increase the number of visitors to the GoFish Network and to
      encourage them to participate in our programming; (iii) the amount and timing
      of
      costs relating to the expansion of our operations, including sales and marketing
      expenditures; (iv) our ability to control our gross margins; (v) technical
      difficulties consumers might encounter in using the websites on the GoFish
      Network; (vi) our ability to generate revenue through third-party advertising;
      and (viii) our ability to be paid fees for advertising on the GoFish
      Network.




We
      expect
      to continue to incur an operating loss in fiscal 2008, despite the anticipated
      increase in revenue as we incur additional expenses for the development and
      expansion of the GoFish Network and operational infrastructure. However, we
      anticipate these losses will decrease from current levels as we continue to
      grow
      and develop. We anticipate that revenue increases will also be offset by
      non-recurring acquisition and business integration costs, higher marketing
      and
      promotional costs related to a number of program launches and other online
      products.




***Revenue***




We
      derive
      almost entirely all of our revenues from fees we receive from our advertisers.
      We believe an opportunity exists to provide advertisers with a cost-effective
      way to deliver ads on the GoFish Network through enhanced targeting, sponsorship
      and integrated means that only exist through the interactive nature of the
      Internet media. Factors that we believe will influence the success of our
      advertising programs include:




·
            growth
                in the number of users populating the GoFish
                Network;




·
            growth
                in the amount of time spent per user on the GoFish
                Network;




·
            size
                and quality of our sales force and sales support
                staff




·
            visibilty
                and brand recognition in the market




·
            perceived
                quality and value of the network from
                advertisers




·
            advertiser
                willingness to allocate budgets to the GoFish
                Network




·
            the
                number of advertisers and the variety of products
                available;




·
            the
                quality and relevance of the websites on the GoFish Network;




·
            advertisers’
                return on investment and the efficacy of click-through
                conversions;




·
            enhanced
                ad vehicles, products, services and sponsorships; and




·
            our
                fees and rates.




We
      believe that Internet advertising currently represents a small segment of the
      overall advertising market and that the growth in Internet usage and consumers’
behavioral changes will eventually lead to a dramatic shift in ad revenues
      from
      traditional media to the online medium. The attitudes and behavior of today’s
      kids, teens and tweens, who have had access to the Internet for most of their
      lives, is only now beginning to be understood. It is becoming apparent, we
      believe, that the best way to advertise to this demographic is online. To take
      advantage of this, the main focus of our advertising programs is to provide
      usefulness to our advertisers, and relevancy to the publishers in the GoFish
      Network and their users. We offer rich, immersive experiences which are highly
      valued by both the consumer and the advertisers and believe we can generate
      higher CPMs through these experiences.




27




The
      following table presents our revenues for the periods presented:




*Revenues
      -- Comparison of the Years Ended December 31, 2007 and 2006*




**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2007**
            
            **2006**
            
            **Change**Revenues
            
            $
            2,081,182
            
            $
            25,779
            
            
            7,973
            %




Our
      revenues totaled $2,081,182 in 2007, as compared to $25,779 in 2006. The
      increase in 2007 reflects higher sales from advertising that was sold across
      our
      network of owned and affiliate publisher websites. Revenues in both periods
      consisted of advertising fees, primarily from banner and text-based ads. As
      we
      begin to add publisher websites into the GoFish Network, we have been able
      to
      generate a greater number of user impressions for our advertisers. Additionally,
      these sales were a result of the addition of our first direct sales personnel,
      which joined the Company in early August. These sales personnel were primarily
      responsible for the corresponding increase in revenue over the prior
      year.




28


*Cost
      of Revenues -- Comparison of the Years Ended December 31, 2007 and
      2006*




**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2007**
            
            **2006**
            
            **Change**Cost
                of Revenues
            
            $
            2,437,047
            
            $
            280,870
            
            
            768
            %




Cost
      of
      revenues consist primarily of direct payments to publishers for revenue share
      on
      advertising revenues, costs associated with hosting our websites, ad serving
      costs for impressions delivered in connection with advertising revenues and
      video production costs for launch of our “Made for Internet” programming, which
      winded down at the end of 2007.




Cost
      of
      revenues increased $2,156,177 in 2007 from 2006. The increase included
      $1,083,478 of payments made to publishers, $452,185 for video production,
      $421,361 for web hosting costs and $212,503 for ad serving. These increases
      were
      partly offset by $13,350 reduction in licensing expenses.




*Sales
      and Marketing -- Comparison of the Years Ended December 31, 2007 and
      2006*




**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2007**
            
            **2006**
            
            **Change**Sales
                and Marketing
            
            $
            6,174,158
            
            $
            1,843,935
            
            
            235
            %




Sales
      and
      marketing expenses consist primarily of advertising and other marketing related
      expenses, compensation-related expenses, sales commissions, and travel costs.




Sales
      and
      marketing expenses increased $4,330,223 in 2007 from 2006. The increase was
      attributable to a $2,076,090 increase in personnel and other benefits related
      costs, including
      a $261,490 increase in share-based compensation expenses related to SFAS No.
      123(R), a
      $1,421,949 increase in advertising and other marketing related expenses,
      including a $141,667 compensation charge with warrants issued to consultants,
      a
      $290,813 increase in professional services for public relations and related
      development research expense, a $169,025 increase in travel expenses and a
      $372,346 increase in allocation of facilities, IT and other operating expenses.
      The addition of our first direct sales personnel, which joined the Company
      in
      early August, was responsible for the increase in personnel and other benefits
      related costs, sales commissions and travel. The increase in advertising and
      other marketing expenses was driven by programs associated with search engine
      optimization (“SEO”) and search engine marketing (“SEM”), and expenses for the
      development and expansion of our publisher network, marketing campaigns for
      a
      number of our programming launches and the continuing integration of our
      businesses. The increase in public relations and research primarily resulted
      from becoming a public company in the third quarter of 2006.




Employees
      in sales and marketing at December 31, 2007 and 2006 were 20 and 5,
      respectively.




*Product
      Development -- Comparison of the Years Ended December 31, 2007 and
      2006*




**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2007**
            
            **2006**
            
            **Change**Product
                Development
            
            $
            2,261,481
            
            $
            1,502,910
            
            
            50
            %




29




Product
      development expenses consist primarily of compensation-related expenses incurred
      for the development of, and enhancement to systems that enable us to drive
      and
      support revenue generating activities across our network of
      websites.




Product
      development expenses increased $758,571 in 2007 from 2006. The increase was
      attributed primarily to an increase in compensation-related expenses of
      $580,189, including a $59,994 increase in share-based compensation expenses
      related to SFAS No. 123(R), and the allocation of approximately $178,382 of
      facilities, IT and other operating expenses.




Employees
      in product development at December 31, 2007 and 2006 were 5 and 14,
      respectively.




*General
      and Administrative -- Comparison of the Years Ended December 31, 2007 and
      2006*




**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2007**
            
            **2006**
            
            **Change**General
                and Administrative
            
            $
            5,186,981
            
            $
            1,544,283
            
            
            236
            %




General
      and administrative expenses consist primarily of compensation-related expenses
      related to our executive management, finance and human resource organizations
      and legal, accounting, insurance, investor relations and other operating
      expenses to the extent not otherwise allocated to other functions.




General
      and administrative expenses increased $3,642,698 in 2007 from 2006. The increase
      was attributable to a $1,290,985 increase in compensation-related expenses,
      including a $175,581 increase in share-based compensation expenses related
      to
      SFAS No. 123(R), a $1,379,130 increase in legal, accounting, D&O insurance,
      investor relations and other professional services, a $238,746 increase in
      travel expenses, a $273,714 amortization of deferred financing costs and a
      $460,123 increase in unallocated facilities, IT and other operating expenses.
      The increase in compensation-related expenses and travel expenses is due to
      the
      full year impact from the hiring of key management employees in the third
      quarter of 2006. The increases in legal, accounting, D&O insurance, investor
      relation and other professional services resulted primarily from becoming a
      public company in the third quarter of 2006. Amortization expense recorded
      in
      fiscal 2007 relates to the amortization of debt issuance costs of our 6% senior
      convertible notes, (the “June 2007 Notes”). Allocated and other operating
      expenses increased as we moved into new executive offices in April 2007 in
      San
      Francisco, California and entered into a new lease agreement in October 2007
      for
      our East Coast Sales Office in New York, New York. We also invested heavily
      in
      2007 in the further build-out of the technical infrastructure and technology
      operations systems.




Employees
      in general and administrative were 5 at December 31, 2007 and 2006.




*Acquisition
      Costs -- Comparison of the Years Ended December 31, 2007 and
      2006*




**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2007**
            
            **2006**
            
            **Change**Acquisition
                Costs
            
            $
            1,270,348
            
            $
            —
            
            
            N/A
            %




In
      fiscal
      year 2007, we incurred costs during the second quarter associated with our
      previously proposed acquisition of Bolt Media, which was terminated in August
      2007. During the period from February 2007 to September 2007, the Company
      advanced Bolt $1,020,338. The Company only had a secured interest in Bolt’s
      trade accounts receivables of $600,000. As a result, the Company recorded an
      allowance for doubtful accounts of $420,338. In addition, the Company incurred
      $850,010 of direct acquisition costs. The total related acquisition costs of
      $1,270,348 for the year ended December 31, 2007 was expensed.




30


*Other
      Income and Expenses -- Comparison of the Years Ended December 31, 2007 and
      2006*




**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2007**
            
            **2006**
            
            **Change**Interest
                income
            
            $
            147,007
            
            $
            —
            
            
            N/AMiscellaneous
                income
            
            
            536
            
            
            16,149
            
            
            (97
            %)Interest
                expense
            
            
            (1,276,568
            )
            
            (181,826
            )
            
            602
            %Total
                other income (expense)
            
            $
            (1,129,025
            )
            $
            (165,677
            )
            
            581
            %




Other
      expense was $1,129,025 in fiscal 2007, increasing 581% over the fiscal 2006
      total of $165,677 as a result of increased interest expense, which was not
      fully
      offset by interest income.




Interest
      income is derived primarily from short-term interest earned on operating cash
      balances. The increase in cash during the year from our June 2007 private
      placement favorably impacted interest income.




Interest
      expense recorded in fiscal 2007 relates to our 6% senior convertible notes,
      (the
“June 2007 Notes”) including the discounts on warrants.




**Liquidity
      and Capital Resources**




To
      date,
      we have funded our operations primarily through private sales of securities
      and
      borrowings. As of December 31, 2007, we had $1,108,834 in cash and cash
      equivalents. Because we expect to continue to incur an operating loss in fiscal
      2008, we will need to raise additional capital in the future, which may not
      be
      available on reasonable terms or at all. The raising of additional capital
      may
      dilute our current stockholders’ ownership interests.




Net
      cash
      used in operating activities was $13,550,034 and $4,618,743 for the year ended
      December 31, 2007 and 2006, respectively. For the year ended December 31, 2007,
      the cash used in operating activities was primarily due to a net loss of
      $13,402,032, which is net of non cash expenses of $2,975,826, and a negative
      change in working capital of $148,002. The non cash expense items included
      depreciation and amortization of $224,784, amortization of convertible note
      fees
      of $273,714, stock-based compensation of $1,172,506, non cash interest expense
      of $884,484, and write off of acquisition advances of $420,338. For the year
      ended December 31, 2006, the primary use of cash was due to a net loss of
      $4,592,162, which is net of non cash expenses of $719,734, and a negative change
      in working capital of $26,581. The non cash expense items included depreciation
      and amortization of $48,607, stock-based compensation of $533,774 and non cash
      interest expense of $137,353.




Net
      cash
      provided by investing activities was $692,846 for the year ended December 31,
      2007 and net cash used in investing activities was $1,869,594 for the year
      ended
      December 31, 2006. For the year ended December 31, 2007, net cash provided
      by
      investing activities consisted of payment of acquisition advances of $600,000,
      an additional $1,728,728 of funds released from restricted cash from the sale
      of
      our common stock and write off of $17,216 advances to founder and stockholder,
      and cash used in investing activities consisted of acquisition advances of
      $1,020,338, the purchase of property and equipment in the amount of $524,781
      and
      funds held as deposits of $107,979. For the year ended December 31, 2006, net
      cash used in investing activities related to funds held as restricted cash
      of
      $1,728,728 and the purchase of property and equipment of $140,866.




Net
      cash
      provided by financing activities was $10,596,480 and $9,814,141 for the year
      ended December 31, 2007 and 2006, respectively. The net cash provided by
      financing activities for the year ended December 31, 2007 was derived from
      the
      proceeds from the issuance of our senior convertible notes and related warrants
      in the amount of $9,219,707, proceeds from the issuance of common stock in
      the
      amount of $1,761,566, repayment of amounts due to a stockholder of $384,793,
      and
      repayments of notes payable which were equally off set against proceeds from
      the
      issuance of such notes payable. The net cash from financing activities for
      the
      year ended December 31, 2006 was $8,822,698 from the cash acquired in the
      reverse merger, $1,726,650 was provided from borrowings under debt obligations,
      $384,793 of advances from a shareholder and $1,120,000 was used for the
      repayment of debt.




31




**Critical
      Accounting Policies**




Our
      discussion and analysis of our financial condition and results of operations
      is
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America. The preparation of these consolidated financial statements requires
      us
      to make estimates, judgments and assumptions that affect the reported amounts
      of
      assets, liabilities, revenues and expenses, and the related disclosure of
      contingent assets and liabilities. We base our estimates on historical
      experience and on various other assumptions that we believe are reasonable
      under
      the circumstances, the results of which form the basis for making judgments
      about the carrying values of assets and liabilities that are not readily
      apparent from other sources. Actual results may differ from these
      estimates.




An
      accounting policy is considered to be critical if it requires an accounting
      estimate to be made based on assumptions about matters that are highly uncertain
      at the time the estimate is made, and if different estimates that reasonably
      could have been used, or changes in the accounting estimate that are reasonably
      likely to occur, could materially impact the consolidated financial statements.
      We believe that the following critical accounting policies reflect the more
      significant estimates and assumptions used in the preparation of the
      consolidated financial statements.




***Revenue
      Recognition***




We
      derive
      almost entirely all of our revenues from fees we receive from advertisers who
      place ads on the GoFish Network. We believe an opportunity exists to provide
      advertisers with a more efficient way to reach kids, teens and tweens on the
      GoFish Network through the inherent strengths of a vertical network. Factors
      that we believe will influence the success of our advertising programs include:
      (i) growth in the number of users populating the GoFish Network, (ii) growth
      in
      the amount of time spent per user on the GoFish Network; (iii) size and quality
      of our sales force and sales support staff; (iv) visibilty and brand recognition
      in the market; (v) perceived quality and value of the network from advertisers;
      (vi) advertiser willingness to allocate budgets to the GoFish
      Network, (vii) the number of advertisers and the variety of products
      available, (viii) advertisers’ return on investment and the efficacy of
      click-through conversions, (ix) enhanced ad vehicles, products, services and
      sponsorships, and (x) our fees and rates.




We
      believe that Internet advertising currently represents a small segment of the
      overall advertising market and that the growth in Internet usage and consumers’
behavioral changes will eventually lead to a dramatic shift in ad revenues
      from
      traditional media to the online medium. The attitudes and behavior of today’s
      kids, teens and tweens, who have had access to the Internet for most of their
      lives, is only now beginning to be understood. It is becoming apparent, we
      believe, that the best way to advertise to this demographic is online. To take
      advantage of this, the main focus of our advertising programs is to provide
      usefulness to our advertisers, and relevancy to the publishers in the GoFish
      Network and their users. We offer rich, immersive experiences which are highly
      valued by both the consumer and the advertisers and believe we can generate
      higher CPMs through these experiences.




**Costs
      of Revenues and Expenses**




Cost
      of
      revenue and expenses primarily consist of payments to publishers in the GoFish
      Network, personnel-related costs, including payroll, recruitment and benefits
      for executive, technical, corporate and administrative employees, in addition
      to
      professional fees, insurance and other general corporate expenses. We believe
      the key element to the execution of our strategy is the hiring of personnel
      in
      all areas that are vital to our business. Our investments in personnel include
      business development, sales and marketing, advertising, service and general
      corporate marketing and promotions.




Other
      expenses directly related to generating revenue include technology and
      operational infrastructure, including computer equipment maintenance,
      co-location and Internet connectivity fees, video production, Web traffic
      analysis and technology license and usage fees.




32




**Accounting
      for Stock Based Compensation**




On
      January 1, 2006, we adopted the fair value recognition provisions of Statement
      of Financial Accounting Standards (“SFAS”) No. 123 (R), “Share-Based Payment”
(“SFAS 123 (R)”), using the modified prospective transition method. Under the
      fair value recognition provisions of SFAS 123 (R), stock-based compensation
      cost
      is measured at the grant date based on the fair value of the award and is
      recognized as expense on a straight-line basis over the requisite service
      period, which is generally the vesting period. Compensation for grants that
      were
      outstanding as of January 1, 2006 is being recognized over the remaining service
      period using the compensation cost previously estimated in our SFAS 123 pro
      forma disclosures.




We
      currently use the Black-Scholes option pricing model to determine the fair
      value
      of stock options. The determination of the fair value of stock based payment
      awards on the date of grant using an option-pricing model is affected by our
      stock price as well as by assumptions regarding a number of complex and
      subjective variables. These variables include our expected stock price
      volatility over the term of the awards, actual and projected employee stock
      option exercise behaviors, risk-free interest rate and expected dividends.
      We
      estimate the volatility of our common stock at the date of the grant based
      on a
      combination of the implied volatility of publicly traded options on our common
      stock and our historical volatility rate. The dividend yield assumption is
      based
      on historical dividend payouts. The risk-free interest rate is based on observed
      interest rates appropriate for the term of our employee options. We use
      historical data to estimate pre-vesting option forfeitures and record
      share-based compensation expense only for those awards that are expected to
      vest. For options granted, we amortize the fair value on a straight-line basis.
      All options are amortized over the requisite service periods of the awards,
      which are generally the vesting periods. If factors change we may decide to
      use
      different assumptions under the Black-Scholes option model and stock-based
      compensation expense may differ materially in the future from that recorded
      in
      the current periods.




***Property
      and Equipment***




Property
      and equipment are recorded at cost less accumulated depreciation and
      amortization. Major improvements are capitalized, while repair and maintenance
      costs that do not improve or extend the lives of the respective assets are
      expensed as incurred. Depreciation and amortization charges are calculated
      using
      the straight-line method over the following estimated useful lives:




Estimated
                Useful LifeComputer
                equipment and software
            
            3
                yearsFurniture
                and fixtures
            
            5
                yearsLeasehold
                improvements
            
            Shorter
                of estimated useful Life or lease
                term




Upon
      retirement or sale, the cost and related accumulated depreciation are removed
      from the balance sheet and the resulting gain or loss is reflected in operating
      expenses. If factors change we may decide to use shorter or longer estimated
      useful lives and depreciation and amortization expense may differ materially
      in
      the future from that recorded in the current periods.




***Impairment
      of Long-Lived Assets***




We
      continually evaluate whether events and circumstances have occurred that
      indicate the remaining estimated useful life of long-lived assets may warrant
      revision or that the remaining balance of long-lived assets may not be
      recoverable. When factors indicate that long-lived assets should be evaluated
      for possible impairment, we typically make various assumptions about the future
      prospects the asset relates to, consider market factors and use an estimate
      of
      the related undiscounted future cash flows over the remaining life of the
      long-lived assets in measuring whether they are recoverable. If the estimated
      undiscounted future cash flows exceed the carrying value of the asset, a loss
      is
      recorded as the excess of the asset’s carrying value over its fair value. There
      have been no such impairments of long-lived assets through December 31,
      2007.




33




Assumptions
      and estimates about future values are complex and often subjective. They can
      be
      affected by a variety of factors, including external factors such as industry
      and economic trends, and internal factors such as changes in our business
      strategy and our internal forecasts. Although we believe the assumptions and
      estimates we have made in the past have been reasonable and appropriate,
      different assumptions and estimates could materially affect our reported
      financial results. More conservative assumptions of the anticipated future
      benefits could result in impairment charges, which would increase net loss
      and
      result in lower asset values on our balance sheet. Conversely, less conservative
      assumptions could result in smaller or no impairment charges, lower net loss
      and
      higher asset values.




***Income
      Taxes***




We
      are
      subject to income taxes, federal and state, in the United States of America.
      We
      use the asset and liability approach to account for income taxes. This
      methodology recognizes deferred tax assets and liabilities for the expected
      future tax consequences of temporary differences between the carrying amounts
      and the tax base of assets and liabilities and operating loss and tax
      carryforwards. We then record a valuation allowance to reduce deferred tax
      assets to an amount that more likely than not will be realized. In evaluating
      our ability to recover our deferred income tax assets we consider all available
      positive and negative evidence, including our operating results, ongoing tax
      planning and forecasts of future taxable income. Through December 31, 2007,
      we
      have provided a valuation allowance of $9,125,144 against our entire net
      deferred tax asset, primarily consisting of net operating loss carryforwards.
      In
      the event we were to determine that we would be able to realize our deferred
      income tax assets in the future in excess of their net recorded amount, we
      would
      make an adjustment to the valuation allowance which would reduce the provision
      for income taxes.




***Advertising
      and Promotion Costs***




Expenses
      related to advertising and promotions of products are charged to expense as
      incurred. Advertising and promotional costs totaled $1,731,170 and $243,048
      for
      the years ended December 31, 2007 and 2006, respectively.




**Recent
      Accounting Pronouncements**




In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets - An Amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 requires
      that all separately recognized servicing assets and servicing liabilities be
      initially measured at fair value, if practicable. The statement permits, but
      does not require, the subsequent measurement of servicing assets and servicing
      liabilities at fair value. SFAS 156 is effective as of the beginning of the
      first fiscal year that begins after September 15, 2006, with earlier adoption
      permitted. We do not believe the adoption of SFAS 156 will have a significant
      effect on our financial statements.




In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes -
      an interpretation of FASB Statement No. 109,” which clarifies the accounting for
      uncertainty in tax positions. FIN 48 seeks to reduce the diversity in practice
      associated with certain aspects of measurement and recognition in accounting
      for
      income taxes. In addition, FIN 48 provides guidance on de-recognition,
      classification, interest and penalties, and accounting in interim periods and
      requires expanded disclosure with respect to the uncertainty in income taxes.
      FIN 48 requires that we recognize in our financial statements the impact of
      a
      tax position if that position is more likely than not to be sustained on audit,
      based on the technical merits of the position. We adopted the provisions of
      FIN
      48 as of January 1, 2007, with the cumulative effect of the change in accounting
      principle to have been recorded as an adjustment to opening retained earnings
      if
      there had been any (there were none). At the adoption date and as of December
      31, 2007, we did not have any unrecognized tax benefits and no adjustments
      to
      liabilities or operations were required.




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 and expands disclosure of fair value measurements. SFAS 157 applies under
      other accounting pronouncements that require or permit fair value measurements
      and accordingly, does not require any new fair value measurements. SFAS 157
      is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. We do not believe that the adoption of SFAS 157 will have
      a
      significant effect on our financial statements.




34




In
      February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
      Assets and Financial Liabilities” “SFAS 159”). SFAS No. 159 permits entities to
      choose to measure many financial assets and financial liabilities at fair value.
      Unrealized gains and losses on items for which the fair value option has been
      elected are reported in earnings. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007. We do not believe that the adoption of SFAS
      159 will have a significant effect on our financial statements.




In
      February 2008, the FASB issued FASB Staff Position No. 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. This staff position amends
      FASB Statement No. 157, Fair Value Measurements, to exclude FASB Statement
      No.
      13, Accounting for Leases, and other accounting pronouncements that address
      fair
      value measurements for purposes of lease classification or measurement under
      Statement 13. This statement is not expected to have a material effect on the
      Company’s results of operations or financial condition.


In
        September 2006, the SEC released SAB 108 “Considering the effects of Prior Year
        Misstatements when Quantifying Misstatements in Current Year Financial
        statements” (SAB 108). SAB 108 addresses the process of quantifying financial
        statement misstatements, such as addressing both the carryover and reversing
        effect of prior year misstatements on the current year financial statements.
        SAB
        108 became effective for our fiscal year ended December 31, 2006. The adoption
        of this statement had no impact on our financial position or results of
        operations.
 
 In
        December, 2007 the FASB issued Statement 141R, “Business Combinations” (SFAS
        141R). SFAS 141R replaces SFAS 141. SFAS 141R requires the acquirer of a
        business to recognize and measure the identifiable assets acquired, the
        liabilities assumed, and any non-controlling interest in the acquiree at
        fair
        value. SFAS 141R applies prospectively to business combinations for which
        the
        acquisition date is on or after the beginning of the first annual reporting
        period beginning on or after December 15, 2008. The effective date for Alpha
        Irmotech will be January 1, 2009. We have not yet determined the impact of
        SFAS
        141R related to future acquisition, if any, on our consolidated financial
        statements.
 
 In
        February 2008, the FASB Staff Position No. 140-3 Accounting for Transfer
        of
        Financial Assets and Repurchase Transactions (FSP 140-3). This position provides
        guidance on accounting for a transfer of a financial asset and a repurchase
        financing. This statement will become effective for the Company as of January
        1,
        2009, and is not expected to resulting additional disclosures nor expected
        to
        have a material effect on the Company’s results of operations or financial
        condition.




**Quantitative
      and Qualitative Disclosures about Market Risk**




We
      do not
      use derivative financial instruments in our investment portfolio and have no
      foreign exchange contracts. Our financial instruments consist of cash, trade
      accounts receivable, accounts payable, and long-term obligations. Our exposure
      to market risk for changes in interest rates relates primarily to our debt;
      thus, fluctuations in interest rates would not have a material impact on the
      fair value of these securities.




As
      of
      December 31, 2007, we had $ 1,108,834 in cash
      and cash equivalents. For purposes of reporting cash flows, we consider all
      short-term interest bearing deposits with original maturities of three months
      or
      less to be cash equivalents. A hypothetical 10% increase or decrease in interest
      rates would not have a material impact on our results of operations, or the
      fair
      market value or cash flow from cash.




**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures, or capital resources that is material to
      investors.




**ITEM
      7.**  **FINANCIAL
      STATEMENTS.**




Our
      audited consolidated financial statements for the fiscal year ended December
      31,
      2007, along with the report of our independent registered public accounting
      firm
      thereon, are included in this Annual Report on Form 10-KSB beginning on page
      F-1
      and are incorporated herein by reference.




**ITEM
      8.**  **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES.**




None.




**ITEM
      8A(T).**  **CONTROLS
      AND PROCEDURES**




*Evaluation
      of Disclosure Controls and Procedures*




As
      of the
      end of the period covered by this Annual Report on Form 10-KSB, management
      performed, with the participation of our Chief Executive Officer and Chief
      Accounting Officer, an evaluation of the effectiveness of our disclosure
      controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the
      Exchange Act. Our disclosure controls and procedures are designed to ensure
      that
      information required to be disclosed in the report we file or submit under
      the
      Exchange Act is recorded, processed, summarized, and reported within the time
      periods specified in the SEC’s forms, and that such information is accumulated
      and communicated to our management including our Chief Executive Officer and
      our
      Chief Accounting Officer, to allow timely decisions regarding required
      disclosures. Based on the evaluation and the identification of the material
      weaknesses in our internal control over financial reporting described below,
      our
      Chief Executive Officer and our Chief Accounting Officer concluded that, as
      of
      December 31, 2007, our disclosure controls and procedures were not
      effective.




35




*Management’s
      Report on Internal Control Over Financial Reporting*




Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
      Act. Internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements in accordance with GAAP. Because of its
      inherent limitations, internal control over financial reporting may not prevent
      or detect misstatements. Also, projection of any evaluation of effectiveness
      to
      future periods is subject to the risk that controls may become inadequate
      because of changes in conditions, or that the degree of compliance with the
      policies or procedures may deteriorate.




Management
      has conducted, with the participation of our Chief Executive Officer and our
      Chief Accounting Officer, an assessment, including testing of the effectiveness,
      of our internal control over financial reporting as of December 31, 2007.
      Management’s assessment of internal control over financial reporting was
      conducted using the criteria in *Internal
      Control over Financial Reporting - Guidance for Smaller Public
      Companies* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission
      (“COSO”).




A
      material weakness is a deficiency, or a combination of deficiencies, in internal
      control over financial reporting, such that there is a reasonable possibility
      that a material misstatement of our annual or interim financial statements
      will
      not be prevented or detected on a timely basis. In connection with our
      management’s assessment of our internal control over financial reporting as
      required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified
      the
      following material weaknesses in our internal control over financial reporting
      as of December 31, 2007:




·
            Our
                board of directors has not established adequate financial reporting
                monitoring activities to mitigate the risk of management override,
                specifically:




·
            a
                majority of our board of directors is not
                independent;




·
            no
                financial expert on our board of directors has been
                designated;




·
            no
                formally documented financial analysis is presented to our board
                of
                directors, specifically fluctuation, variance, trend analysis or
                business
                performance reviews;




·
            delegation
                of authority has not been formally
                communicated;




·
            an
                effective whistleblower program has not been
                established;




·
            there
                is insufficient oversight of external audit specifically related
                to fees,
                scope of activities, executive sessions and monitoring of results;
                and




·
            there
                is insufficient oversight of accounting principle
                implementation.




·
            There
                is a strong reliance on the external auditors to review and adjust
                the
                quarterly and annual financial statements, to monitor new accounting
                principles, and to ensure compliance with SEC disclosure
                requirements.




·
            We
                have not maintained sufficient competent evidence to support the
                effective
                operation of our internal controls over financial reporting, specifically
                related to our board of directors oversight of quarterly and annual
                SEC
                filings; and management’s review of SEC filings, journal entries, account
                analyses and reconciliations, and critical spreadsheet
                controls.




·
            We
                have not sufficiently restricted access to data or adequately divided,
                or
                compensated for, incompatible functions among personnel to reduce
                the risk
                that a potential material misstatement of the financial statements
                would
                occur without being prevented or detected. Specifically we have not
                divided the authorizing of transactions, recording of transactions,
                reconciling of information, and maintaining custody of assets within
                the
                financial closing and reporting, revenue and accounts receivable,
                purchases and accounts payable, and cash receipts and disbursements
                processes.




36




Because
      of the material weaknesses noted above, management has concluded that we did
      not
      maintain effective internal control over financial reporting as of December
      31,
      2007, based on*Internal
      Control over Financial Reporting - Guidance for Smaller Public
      Companies*issued
      by (“COSO”).




**Remediation
      of Material Weaknesses in Internal Control Over Financial
      Reporting**




We
      are in
      the process of implementing remediation efforts with respect to the material
      weaknesses noted above as follows:




·
            We
                plan on continuing our search for an independent director to fill
                the
                remaining vacancy on our seven-member board of directors. In addition,
                we
                plan, over the course of the next year, to evaluate the composition
                of our
                board of directors and to determine whether to add two independent
                directors or to replace an inside director with an independent director,
                in both cases, in order to have a majority of our board of directors
                become independent. We will determine whether any of its current
                directors
                is a financial expert and, if not, will ensure that one of the new
                directors is a financial expert.




·
            We
                plan on drafting quarterly financial statement variance analysis
                of actual
                versus budget with relevant explanations of variances for distribution
                to
                our board of directors.




·
            We
                are currently working on formally documenting the delegation of authority.
                There will be a document that specifies exactly what requires board
                approval. Other than the specific items that our board of directors
                must
                authorize, delegate all other authority to the CAO and point to the
                further delegation from the CAO to
                employees.




·
            We
                are in the process of developing, documenting, and communicating
                a formal
                whistleblower program to employees. We expect to post the policy
                on the
                web site in the governance section and in the common areas in the
                office.
                We plan on providing a 1-800 number for reporting complaints and
                will hire
                a specific 3rd party whistleblower company to monitor the hotline
                and
                provide monthly reports of activity to our board of directors.




·
            Management
                intends to decrease its reliance on the external auditors by subscribing
                to a service that provides regular updates and research capabilities
                related to SEC and GAAP accounting pronouncements, and where needed,
                hiring external consultants with appropriate SEC and GAAP expertise
                to
                assist in financial statement review, account analysis review, review
                and
                filing of SEC reports, policy and procedure compilation assistance,
                and
                other related advisory services.




·
            We
                intend on developing internal control over financial reporting evidence
                policy and procedures which contemplates, among other items, a listing
                of
                all identified key internal controls over financial reporting, assignment
                of responsibility to process owners within the Company, communication
                of
                such listing to all applicable personnel, and specific policies and
                procedures around the nature and retention of evidence of the operation
                of
                controls. For example, all reviews must be evidenced via sign-off
                (signature and date).




·
            We
                intend on instituting requirements that minutes of all board of directors
                and related committee meetings be drafted, approved, and
                retained.




·
            We
                intend on undertaking restricted access review to analyze all financial
                modules (Quickbooks, HR, etc.) and the list of persons authorized
                to have
                edit access to each. Remove or add authorized personnel as appropriate
                to
                mitigate the risks of management or other
                override.




·
            We
                are considering hiring additional accounting personnel in 2008 and
                re-assign roles and responsibilities in order to improve segregations
                of
                duties.




We
      believe the foregoing efforts will enable us to improve our internal control
      over financial reporting. Management is committed to continuing efforts aimed
      at
      improving the design adequacy and operational effectiveness of its system of
      internal controls. The remediation efforts noted above will be subject to our
      internal control assessment, testing and evaluation process.




37




**Changes
      in Internal Control Over Financial Reporting**




There
      were no changes in our internal control over financial reporting during the
      fourth quarter ended December 31, 2007 that materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**ITEM
      8B.**  **OTHER
      INFORMATION.**




None.




**PART
      III**




**ITEM
      9.**  **DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE,
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.**




Set
      forth
      below is certain information regarding our directors, executive officers and
      key
      personnel.




**Name**
            
            **Age**
            
            **Position**Michael
                Downing
            
            36
            
            Chief
                Executive Officer and DirectorTabreez
                Verjee
            
            32
            
            President
                and DirectorLennox
                L. Vernon
            
            61
            
            Chief
                Accounting Officer and Director of OperationsJohn
                Durham
            
            56
            
            DirectorPeter
                Guber
            
            66
            
            DirectorJames
                Moloshok
            
            57
            
            Executive
                Chairman and DirectorRiaz
                Valani
            
            31
            
            Director




Our
      directors and officers hold office until the earlier of their death,
      resignation, or removal or until their successors have been duly elected and
      qualified. There are no family relationships among our directors and executive
      officers. Our above-listed officers and directors have neither been convicted
      in
      any criminal proceeding during the past five years nor parties to any judicial
      or administrative proceeding during the past five years that resulted in a
      judgment, decree or final order enjoining them from future violations of, or
      prohibiting activities subject to, federal or state securities laws or a finding
      of any violation of federal of state securities laws or commodities laws.
      Similarly, no bankruptcy petitions have been filed by or against any business
      or
      property of any of our directors or officers, nor has bankruptcy petition been
      filed against a partnership or business association in which these persons
      were
      general partners or executive officers.




**Michael
      Downing, Chief Executive Officer and Director**




Michael
      Downing has served as GoFish’s Chief Executive Officer and a director since
      October 27, 2006. From that date and until February 26, 2007,
      Mr. Downing also served as President of GoFish. Mr. Downing co-founded
      GoFish Technologies, Inc. in 2003 and serves as its Chief Executive Officer.
      Mr. Downing was also the co-founder and chief executive officer of
      Musicbank Inc., the first fully licensed music subscription platform on the
      Internet in partnership with Time Warner, Sony, BMG, Universal, EMI and Virgin,
      where he worked from 1999 through 2001. Mr. Downing is the former chief
      operating officer at Sonique, one of the first online music management
      applications and technologies enabling consumers to listen to music files on
      their computers. Sonique was sold to Lycos in 1999. Mr. Downing co-founded
      and until 1998 was the senior vice president of Addwater Inc., an early
      interactive agency in San Francisco that worked with leading brands such as
      Adidas, Sony and Joe Boxer. Mr. Downing is a digital media expert and a
      frequent speaker on new technology and consumer behavior. He received his B.A.
      from the University of California, Davis.




38




**Tabreez
      Verjee, President and Director**




Tabreez
      Verjee has served as GoFish’s President since February 26, 2007 and has
      served as a director since October 27, 2006. Mr. Verjee is currently a
      General Partner at Global Asset Capital, LLC, which directed more than $500
      million in committed assets from leading global institutional investors across
      two venture capital funds and over 40 portfolio companies in the United States
      and Europe. Prior to that, Mr. Verjee co-headed IMDI/Sonique and
      successfully negotiated its sale to Lycos. Sonique was one of the most popular
      consumer internet music applications with approximately four million unique
      users and status as the fifth most downloaded application on the Internet in
      1999. Mr. Verjee also brings media finance expertise to GoFish from his
      prior role as managing director of Global Entertainment Capital, which was
      a
      pioneer in media asset securitizations with $150 million in committed capital.
      Mr. Verjee began his career as a strategy consultant at Bain & Company.
      Mr. Verjee received his bachelor of science in Engineering with honors at
      the University of California at Berkeley.




**Lennox
      L. Vernon, Chief Accounting Officer & Director of
      Operations**




Lennox
      Vernon joined GoFish as its Chief Accounting Officer and Director of Operations
      on October 30, 2006. Mr. Vernon brings over 25 years of successful
      financial and operations experience to GoFish. Prior to joining GoFish and
      since
      2004, Mr. Vernon was Controller of Moderati Inc., a provider of high-impact
      mobile content to consumers and wireless carriers. Previously, from 2003 to
      2004, Mr. Vernon was the Controller of Optiva Inc. and from 2002 to 2003,
      he was the Controller of PaymentOne Corporation. From 2000 through 2002,
      Mr. Vernon was a financial consultant whereby he managed financial
      accounting and economic projects, and completed year end reports, annual reports
      and proxy statements. Mr. Vernon has also worked for many years at various
      software companies including Fair Isaac, as Acting CFO, at Macromedia, a
      developer of software tools for web publishing, multimedia and graphics, as
      Vice
      President Controller and at Pixar, a high-tech graphics and animation studio,
      as
      Corporate Controller. Mr. Vernon graduated from San Jose State University
      with a Bachelor of Science, and is a certified public accountant in the State
      of
      California.




**John
      Durham, Director**




John
      Durham joined our board of directors on November 1, 2007. Mr. Durham
      is currently CEO and Managing Partner at Catalyst, which specializes in
      connecting emerging technology companies, publishers and brand marketers
      facilitating the integration of paid media, non-paid media and emerging media.
      Mr. Durham was previously President of Sales & Marketing for Jumpstart
      Automotive Media since August 2006 and on the board of directors of
      Jumpstart Automotive Media since 2004. From 2004 to 2006, Mr. Durham had
      served as the Executive Vice President, Business Strategy at Carat Fusion.
      Prior
      to that, he was a founder of Pericles Communication. Before the launch of
      Pericles Communication, Mr. Durham had served as Chief Operating Officer of
      Interep Interactive. Prior to that, he was with Winstar Interactive/Interep
      Interactive, which he joined in March 1998 as Vice President of Advertising
      Sales. Mr. Durham has been teaching advertising and marketing classes since
      1992 and currently teaches advertising in the MBA program at the University
      of
      San Francisco. He also founded and is the president of the Bay Area Interactive
      Group, an Internet industry networking group.




39




**Peter
      Guber, Director**




Peter
      Guber joined our board of directors on November 3, 2006. Mr. Guber is
      a thirty-year veteran of the entertainment industry. His positions previously
      held include: Former Studio Chief, Columbia Pictures; Founder of Casablanca
      Record and Filmworks; Founder, and Former Chairman/CEO, PolyGram Filmed
      Entertainment; Founder and Former Co-owner, Guber-Peters Entertainment Company;
      and Former Chairman and CEO, Sony Pictures Entertainment. After leaving Sony
      in
      1995, Mr. Guber formed Mandalay as a multimedia entertainment vehicle in
      motion pictures, television, sports entertainment and new media. Mr. Guber
      is a professor at the UCLA School of Theater, Film and Television and has been
      a
      member of the faculty for over 30 years. He also can be seen every Sunday
      morning on the American Movie Channel (AMC), as the co-host of the critically
      acclaimed show, Sunday Morning Shootout.




**James
        Moloshok, Executive Chairman and Director**
  James
        Moloshok joined us as our Executive Chairman and a director on December 18,
        2007. Prior to joining us, from 2005 to 2007, Mr. Moloshok was President
        of
        Digital Initiatives for HBO Network, where Mr. Moloshok was responsible for
        exploring new opportunities for the company, focusing on innovative content
        and
        fast-changing technology. Prior to that, from 2001 to 2005, Mr. Moloshok
        served
        in various positions with Yahoo! Inc., serving most recently as Senior Vice
        President, Entertainment and Content Relationships, during which he helped
        build
        partnerships with movie studios, TV networks and producers. Prior to that,
        Mr.
        Moloshok was a co-founder of Windsor Digital, an entertainment and investment
        company. From 1999 to 2000, Mr. Moloshok served as president of Warner Bros.
        Online and president and CEO of Entertaindom.com, an original entertainment
        destination for Time Warner. From 1989 to 1999, Mr. Moloshok served as Senior
        Vice President of Marketing at Warner Bros. and previously held the same
        position at Lorimar Telepictures, a television distribution company, which
        was
        formed when Lorimar merged with Telepictures in 1986 where he was also
        responsible for marketing to consumers, broadcasters and
        advertisers.


**Riaz
      Valani, Director**




Riaz
      Valani joined our board of directors on October 27, 2006. Mr. Valani
      is currently a General Partner at Global Asset Capital, LLC, where he has worked
      since 1997. He previously served as Chairman of Viventures Partners SA and
      President of IMDI/Sonique. Mr. Valani was a Managing Director of Global
      Entertainment Capital and was with Gruntal & Co. focused on private equity
      and asset securitizations. Mr. Valani was one of the two investment bankers
      that engineered the acclaimed “David Bowie Bonds” which was awarded Euromoney’s
      Deal of the Year in 1997. Mr. Valani also privatized Quorum Growth Capital,
      one of Canada’s leading publicly traded venture capital firms in a successful
      management led buyout. Cumulatively he has several billion dollars of
      transactional expertise across structured finance, real estate, and private
      equity. He has overseen portfolios of over fifty venture investments in
      technology, media, and telecom companies, and real estate investments in over
      twenty office and hospitality properties. He currently serves as a director
      of
      Maritz Properties, Inc., Avex Funding Corporation and is a Charter Member of
      TiE.




**Board
      of Directors and Corporate Governance**




Our
      board
      of directors consists of six members: Michael Downing, James Moloshok, Tabreez
      Verjee, John Durham, Peter Guber and Riaz Valani. There is one vacancy on the
      seven-member board. Our board of directors has commenced a search for a
      qualified candidate to fill the vacancy on our board of directors.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




We
      are
      not subject to Section 16(a) of the Exchange Act.




***Board
      Committees***




We
      have
      not formally designated a nominating committee, an audit committee, a
      compensation committee, or committees performing similar functions. Based on
      the
      size of our company, our board of directors has not yet designated such
      committees. Unibio did not designate such committees before the reverse merger
      was completed. Our board of directors intends to designate one or more such
      committees in the future.




Our
      board
      of directors intends to appoint such persons and form such committees as may
      be
      required to meet the corporate governance requirements imposed by Sarbanes-Oxley
      Act of 2002. Therefore, we intend that a majority of our directors will
      eventually be independent directors and at least one director will qualify
      as an
“audit committee financial expert” within the meaning of Item 407(d)(5) of
      Regulation S-B, as promulgated by the SEC. Additionally, our board of directors
      is expected to appoint an audit committee, nominating committee and compensation
      committee, and to adopt charters relative to each such committee. Until further
      determination by our board of directors, the full board of directors will
      undertake the duties of the audit committee, compensation committee and
      nominating committee. We do not currently have an “audit committee financial
      expert” since we currently do not have an audit committee in place.




40




**Code
      of Ethics**




We
      have
      adopted a Code of Ethics that applies to all of our employees and officers,
      including our principal executive, financial and accounting officers, and our
      directors and employees. We have posted the Code of Ethics on our Internet
      website at www.gofishcorp.com under the “Code of Conduct” section of the
“Investors” webpage. We intend to make all required disclosures concerning any
      amendments to, or waivers from, our Code of Ethics that, in each case, apply
      to
      our principal executive officer, principal financial officer, principal
      accounting officer or controller or persons performing similar functions, on
      our
      Internet website.




**Material
      Changes to Procedures to Nominate Directors**




We
      did
      not make any material changes to the procedures by which security holders may
      recommend nominees to our board.




**Consideration
      and Determination of Executive and Director Compensation**




Because
      compensation decisions for executive officers are made by the entire board
      of
      directors, several employees, including our senior executives, participate
      in
      the determination of compensation policy. These executive officers are Michael
      Downing (Chief Executive Officer) and Tabreez Verjee (President). As members
      of
      our board of directors, these executive officers make recommendations and
      participate in the voting with respect to the compensation of executive
      officers.




**Stockholder
      Communication**




Stockholders
      desiring to send a communication to our board of directors, or to a specific
      director, may do so by delivering a letter to the Secretary of the Company
      at
      706 Mission Street, 10 th Floor,
      San Francisco, California 94103. The mailing envelope must contain a clear
      notation indicating that the enclosed letter is a “stockholder-board
      communication” or “stockholder-director communication.” All such letters must
      identify the author as a stockholder and clearly state whether the intended
      recipients of the letter are all members of our board of directors or certain
      specified individual directors. The Secretary will circulate such letters to
      the
      appropriate director or directors of GoFish.




**ITEM
      10.**  **EXECUTIVE
      COMPENSATION.**




The
      following table summarizes all compensation recorded by us in each of fiscal
      year 2007 and 2006 for (i) our principal executive officer, (ii) our two most
      highly compensated executive officers other than our principal executive
      officer, each of whom was serving as an executive officer at the end of fiscal
      year 2007 and whose total compensation exceeded $100,000 in fiscal year 2007
      and
      (iii) up to two additional individuals for whom disclosure would have been
      provided under (ii) above but for the fact that the individual was not serving
      as one of our executive officers at the end of  fiscal year 2007. Such
      officers are referred to herein as our “Named Executive Officers.”




41


**Summary
        Compensation Table**
  **Name
                    and Principal Position**
                
                **Fiscal**
                  **Year**
                
                **Salary
                    ($)**
                
                **Bonus
                    ($)**
                
                **Stock**
                  **Awards**
                  **($)**
                
                **Option**
                  **Awards**
                  **($)(1)**
                
                **Non-Equity**
                  **Incentive
                    Plan**
                  **Compensation**
                  **($)**
                
                **Change
                    in**
                  **Pension**
                  **Value
                    and**
                  **Nonqualified**
                  **Deferred**
                  **Compensation**
                  **Earnings**
                  **($)**
                
                **All
                    Other**
                  **Compensation**
                  **($)**
                
                **Total**
                  **($)****Michael
                    Downing**
                
                
                2007
                
                $
                175,000
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                $
                175,000Chief
                    Executive Officer
                
                
                2006
                
                $
                97,168
                
                
                —
                
                
                —
                
                $
                275,000
                
                
                —
                
                
                —
                
                
                —
                
                $
                372,168**Tabreez
                    Verjee (2)**
                
                
                2007
                
                $
                148,264
                
                $
                100,000
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                $
                248,264President**Lennox
                    L. Vernon (3)**
                
                
                2007
                
                $
                160,000
                
                
                —
                
                
                —
                
                $
                13,117
                
                
                —
                
                
                —
                
                
                —
                
                $
                173,117Chief
                    Accounting Officer and Director of Operations**Greg
                    Schroeder (4)**
                
                
                2007
                
                $
                144,751
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                $
                144,751Former
                    Chief Technology Officer
                
                
                2006
                
                $
                39,205
                
                
                —
                
                
                —
                
                $
                151,250
                
                
                —
                
                
                —
                
                
                —
                
                $
                190,455





(1)
            The
                amounts shown in this column represent the compensation costs of
                stock
                options for financial reporting purposes for fiscal year 2007 under
                FAS
                123(R), rather than an amount paid to or realized by the named executive
                officer. The FAS 123(R) value as of the grant date for options is
                spread
                over the number of months of service required for the grant to become
                non-forfeitable. Compensation costs shown in column (f) reflect ratable
                amounts expensed for grants that were made in fiscal years 2007 and
                2006.
                There can be no assurance that the FAS 123(R) amounts will ever be
                realized.




(2)
            Mr.
                Verjee was not one of our Named Executive Officers for fiscal
                2006.




(3)
            Mr.
                Vernon was not one of our Named Executive Officers for fiscal
                2006.




(4)
            Mr.
                Schroeder’s employment was terminated as of October 26,
                2007.




42


**Outstanding
      Equity Awards at Fiscal Year-End for Fiscal 2007**




The  following table
      sets forth the stock option and stock awards of each of our Named Executive
      Officers outstanding at the end of fiscal 2007.




**Option
                  Awards**
              
              **Stock
                  Awards****Number
                  of Securities Underlying Unexercised Options****(#)**
              
              **Number
                  of Securities Underlying Unexercised Options****(#)**
              
              **Equity
                  Incentive Plan Awards: Number of Securities Underlying Unexercised
                  Unearned Options**
              
              **Option
                  Exercise Price**
              
              **Option
                  Expiration**
              
              **Number
                  of Shares or Units of Stock That Have Not Vested**
              
              **Market
                  Value of Shares or Units of Stock That Have Not
                  Vested**
              
              **Equity
                  Incentive Plan Awards: number of Unearned Shares, Units or Other
                  Rights
                  That Have Not Vested**
              
              **Equity
                  Inventive Plan Awards: Market or Payout Value of Unearned Shares,
                  Units or
                  Other Rights That Have Not Vested****Name**
              
              **Exercisable**
              
              **Unexercisable**
              
              **(#)**
              
              **($)**
              
              **Date**
              
              **(#)**
              
              **($)**
              
              **(#)**
              
              **($)****Michael
                  Downing**
              
              
              263,889
              
              
              236,111
              
              
              —
              
              $
              1.50
              
              
              10/27/2016
              
              
              236,111
              
              $
              56,667
              
              
              —
              
              $
              —Chief
                  Executive Officer**Tabreez
                  Verjee**
              
              
              —
              
              
              —
              
              
              —
              
              $
              —
              
              
              —
              
              
              —
              
              $
              —
              
              
              —
              
              $
              —President**Lennox
                  L. Vernon**
              
              
              24,740
              
              
              37,760
              
              
              —
              
              $
              1.50
              
              
              10/30/2016
              
              
              37,760
              
              $
              9,062
              
              
              —
              
              $
              —Chief
                  Accounting Officer and Director of Operations
              
              
              14,583
              
              
              60,417
              
              
              —
              
              $
              0.37
              
              
              10/24/2017
              
              
              60,417
              
              $
              14,500**Greg
                  Schroeder (1)**
              
              
              —
              
              
              63,021
              
              
              —
              
              $
              1.50
              
              
              11/25/2007
              
              
              —
              
              $
              —
              
              
              —
              
              $
              —Former
                  Chief Technology Officer







(1)
            Mr.
                Schroeder’s employment was terminated as of October 26,
                2007.




**Director
      Compensation**




The
      compensation paid by us to the non-employee directors for fiscal year 2007
      is
      set forth in the table below:




**Name**
            
            **Fees
                Earned or Paid in Cash ($)**
            
            **Stock
                Awards(1)**
              **($)**
            
            **Option
                Awards(2)**
              **($)**
            
            **Non-Equity
                Incentive Plan Compensation ($)**
            
            **Nonqualified
                Deferred Compensation Earnings ($)**
            
            **All
                Other Compensation(3)**
              **($)**
            
            **Total
                ($)****Peter
                Guber**
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —**John
                Durham**
            
            $
            —
            
            $
            —
            
            $
            51,067
            (1)
            $
            —
            
            $
            —
            
            $
            —
            
            $
            51,067**James
                Moloshok**
            
            $
            9,600
            (2)
            $
            —
            
            $
            177,406
            (3)
            $
            —
            
            $
            —
            
            $
            —
            
            $
            187,006**Riaz
                Valani**
            
            $
            70,000
            (4)
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            70,000







(1)
            Represents
                a November 1, 2007 grant of non-qualified stock options to purchase
                400,000 shares of our common stock, with an exercise price equal
                to $0.27
                per share, in connection with Mr. Durham's appointment as a
                member of our Board of Directors. The options granted to Mr. Durham
                vest
                monthly at the rate of 1/36th per month over a three-year period
                commencing on the date of grant.




43




(2)
            Represents
                payments under Mr. Moloshok’s Consulting
                Agreement.




(3)
            Represents
                a December 18, 2007 grant of non-qualified stock options to purchase
                1,500,000 shares of our common stock, with an exercise price equal
                to
                $0.23 per share, in connection with his appointment as Executive
                Chairman
                and as a member of our Board of Directors. 10% of the total amount
                of the
                options granted to Mr. Moloshok vests on the date of Mr. Moloshok’s
                appointment and the remainder of the options granted to Mr. Moloshok
                will
                vest monthly at the rate of 1/24th per month, provided that Mr. Moloshok
                continues to provide services to the Company under his Consulting
                Agreement.




(4)
            Represents
                payments under Mr. Valani’s consulting agreement dated as of February 26,
                2007. This consulting agreement was terminated during the quarter
                ended
                June 30, 2007 with such termination being given retroactive effect
                to
                April 1, 2007.




**Employment
      Agreements with Our Named Executive Officers**




*Michael
      Downing*




On
      October 27, 2006, we entered into an employment agreement with Michael Downing
      in connection with Mr. Downing’s serving as our President and Chief Executive
      Officer. Mr. Downing’s employment agreement provides for a term of four years,
      subject to annual renewal thereafter, with an annual base salary of $175,000
      and
      a bonus subject to our achieving our target performance levels as approved
      by
      our board of directors or the compensation committee thereof. Pursuant to the
      employment agreement, on October 27, 2006 Mr. Downing received an option grant
      from our 2006 Plan, to acquire 500,000 shares of our common stock at a price
      of
      $1.50 per share, which was the fair market value of our common stock on the
      date
      of grant. One-third (1/3) of the options vest upon the first anniversary of
      the
      date of grant. An additional one-thirty sixth (1/36) of the options vest on
      the
      last day of each month thereafter. Under the agreement, Mr. Downing is subject
      to traditional non-competition and employee non-solicitation restrictions while
      he is employed by us. Mr. Downing and his spouse and dependents are entitled
      to
      participate in our benefit plans in substantially the same manner, including
      but
      not limited to responsibility for the cost thereof, and at substantially the
      same levels as we make such opportunities available to all of our managerial
      or
      salaried executive employees and their dependents. Subject to certain notice
      requirements, either of Mr. Downing or we are entitled to terminate the
      employment agreement at any time. If we terminate the employment agreement
      without cause or Mr. Downing terminates the employment agreement for good
      reason, then Mr. Downing is entitled to receive earned but unpaid base salary,
      unpaid pro rata annual bonus, unused vacation days accrued, and his full base
      salary through his scheduled termination date, plus a severance payment in
      an
      amount equal to his then-current annual base salary, as well as
      continuation at our expense of Mr. Downing’s participation in the benefit
      programs.




On
      February 26, 2007, in conjunction with Mr. Downing’s resignation as president,
      we and Mr. Downing entered into an amendment to his employment agreement. The
      amendment clarified that Mr. Downing is no longer our President but continues
      to
      serve as our Chief Executive Officer. The amendment also provided that the
      appointment of Tabreez Verjee as our president did not constitute good reason
      for Mr. Downing to terminate his employment with us under his employment
      agreement.




*Tabreez
      Verjee*




On
      February 26, 2007, we entered into a four year employment agreement, subject
      to
      annual renewal thereafter, in connection with the appointment of Tabreez Verjee
      as our President. Pursuant to the employment agreement, Mr. Verjee has agreed
      to
      devote at least 80% of his working time to us during the term of his employment.
      Mr. Verjee’s annual base salary under the employment agreement is $175,000. Our
      board of directors or compensation committee thereof will review Mr. Verjee’s
      base salary annually and make a recommendation as to whether such base salary
      should be increased. Under the employment agreement, Mr. Verjee received a
      cash
      bonus of $100,000 as an inducement to Mr. Verjee to execute the employment
      agreement and in recognition of the full-time service Mr. Verjee had provided
      to
      us without compensation since approximately July 2006. Mr. Verjee is also
      entitled to receive a bonus at the discretion of the compensation committee
      (or
      the independent members of our board of directors, if no compensation committee
      exists), the aggregate of which bonus can not exceed 40% of Mr. Verjee’s base
      salary. The actual amount of any such bonus will be determined according to
      the
      achievement of performance-related financial and operating targets established
      annually for us and Mr. Verjee by the compensation committee of our board of
      directors (or the independent members of our board of directors, if no
      compensation committee exists). Mr. Verjee will be entitled to receive any
      such
      bonus on a semi-annual basis, unless the compensation committee (or the
      independent members of our board of directors, if no compensation committee
      exists) subsequently determines that Mr. Verjee is entitled to receive such
      bonus on an annual basis. In connection with the employment agreement, on
      February 26, 2007, Mr. Verjee was granted an option from our 2006 Stock Option
      Plan to purchase 500,000 shares of our common stock. Pursuant to the terms
      of
      our 2006 Stock Option Plan, the exercise price of the option was equal to $5.35
      per share, which was the closing price of our common stock on the trading day
      immediately preceding the date of grant. The options were cancelled during
      the
      quarter ended June 30, 2007. Pursuant to the employment agreement, Mr. Verjee
      may be granted additional options to purchase shares of common stock under
      our
      2006 Stock Option Plan as determined in the sole discretion of the compensation
      committee or our board of directors. The option granted to Mr. Verjee provided
      and any additional options granted to Mr. Verjee under the employment agreement
      will provide that upon termination of his employment for cause or termination
      of
      his employment without good reason, the unvested portion of the option will
      expire immediately and the vested portion of the option will expire within
      120
      days after the termination of his employment. Upon any termination of Mr.
      Verjee’s employment (a) in connection with a change of control of us (or
      following a change of control of us), (b) by us without cause, or (c) by Mr.
      Verjee for good reason, any unvested options shall immediately vest and shall
      expire one year after any such event. If we terminate Mr. Verjee’s employment
      without cause or Mr. Verjee terminates his employment for good reason, we must
      pay or provide to Mr. Verjee (a) any earned but unpaid salary, (b) Mr. Verjee’s
      full salary until the end of the term of the employment agreement, (c) the
      value
      of Mr. Verjee’s vacation days that would have been accrued until the end of the
      then current term, (d) continuous coverage of benefit plans, and (e) severance
      in an amount equal to one year of Mr. Verjee’s base salary. Mr. Verjee has
      agreed that, for a period of one year following the termination of his
      employment by us (or for a two year period if Mr. Verjee terminates his
      employment without good reason), he will not work in a capacity that would
      compete directly with us in the United States and he will not solicit any
      employees or customers of us during such period.




44




*Lennox
      Vernon*




On
      October 30, 2006, we entered into an employment agreement with Lennox Vernon
      pursuant to which Mr. Vernon serves as our Chief Accounting Officer and Director
      of Operations. Mr. Vernon’s employment agreement provides for an annual base
      salary of $160,000, and an annual bonus of up to 15% of the base salary,
      beginning in 2007. In connection with the employment agreement, on October
      30,
      2006, Mr. Vernon received an option grant under our 2006 Equity Incentive Plan
      to purchase 62,500 shares of our common stock at a price of $1.50 per share,
      which was the fair market value of our common stock on the date of grant.
      One-quarter of the options vest and become exercisable on the first anniversary
      of the grant. The balance of the options vests and becomes exercisable on the
      last day of each month thereafter over the next 36 months, subject to Mr.
      Vernon’s continued employment us. Under the agreement, Mr. Vernon is subject to
      traditional non-competition and employee non-solicitation restrictions while
      he
      is employed by us and for an additional (i) one year if we terminate the
      employment agreement for cause or Mr. Vernon terminates the employment agreement
      without good reason, or (ii) three months if Mr. Vernon terminates the
      employment agreement for good reason or if we terminate the employment agreement
      without cause. Mr. Vernon and his dependents are entitled to participate in
      our
      benefit plans at our expense. Subject to certain notice requirements, either
      Mr.
      Vernon or we are entitled to terminate the employment agreement at any time.
      If
      we terminate the employment agreement without cause or if Mr. Vernon terminates
      the employment agreement for good reason, then Mr. Vernon is entitled to receive
      his earned but unpaid base salary, unpaid pro rata annual bonus, and unused
      vacation days through his last day of employment plus a one time severance
      payment equal to three months of his then-current annual base
      salary.




*Greg
      Schroeder*




On
      October 30, 2006, we entered into an employment agreement with Greg Schroeder
      pursuant to which Mr. Schroeder served as our Chief Technology Officer. Mr.
      Schroeder’s employment agreement provided for an annual base salary of $225,000,
      an annual bonus of up to 20% of the base salary, beginning in 2007, and a
      potential one time bonus of up to 100,000 stock options in 2007. In connection
      with the employment agreement, on October 30, 2006, Mr. Schroeder received
      an
      option grant under our 2006 Equity Incentive Plan to purchase 275,000 shares
      of
      our common stock at an exercise price of $1.50 per share, which was the fair
      market value of our common stock on the date of grant. One-quarter of the
      options were to vest and become exercisable on the first anniversary of the
      date
      of grant. The balance of the options was to vest and become exercisable on
      the
      last day of each month thereafter over the next 36 months, subject to Mr.
      Schroeder’s continued employment with us. Under the agreement, Mr. Schroeder is
      subject to traditional non-competition and employee non-solicitation
      restrictions while he is employed by us. As of
      July 11, 2007, the Schroeder employment agreement was amended to provide, among
      other things, for a substantial reduction in Mr. Schroeder’s time commitment to
      us and related changes in our compensation obligation to Mr. Schroeder. Pursuant
      to the amendment, Mr. Schroeder was obligated to provide us with an average
      of
      eight hours of work per week and was compensated at the rate of $3,200 per
      month. Effective as of June 30, 2007, 45,834 of his options granted under the
      employment agreement were deemed to have been vested and exercisable, 126,042
      of
      his options expired and the balance of 103,124 options became exercisable at
      the
      rate of one-eighteenth per month on the last day of each month thereafter
      subject to Mr. Schroeder’s continued employment by us. Mr. Schroeder’s
      employment was terminated effective as of October 26, 2007. As a result, all
      of
      his unvested options immediately expired as of October 26, 2007, and all of
      his
      vested options, to the extent unexercised, expired one month
      thereafter.




45




ITEM
      11.SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS.


The
        following table sets forth certain information regarding the beneficial
        ownership of our common stock as of March 28, 2008. The table sets forth
        the
        beneficial ownership of each person who, to our knowledge, beneficially owns
        more than 5% of the outstanding shares of common stock, each of our directors
        and executive officers, and all of our directors and executive officers as
        a
        group. The address of each director and executive officer is c/o GoFish
        Corporation, 706 Mission Street, 10 th Floor,
        San Francisco, California 94103.
  **Beneficial
                  Owner**
              
              **Shares
                  of Common**
                **Stock
                  Beneficially Owned**
              
              **Percentage
                  of Class of**
                **Shares Beneficially
                  Owned(1)**Tabreez
                  Verjee
              
              
              5,811,129(2
              )
              
              22.8
              %Riaz
                  Valani
              
              
              5,214,126(3
              )
              
              20.5
              %Michael
                  Downing
              
              
              1,894,889(4
              )
              
              7.4
              %James
                  Moloshok
              
              
              431,250(5
              )
              
              1.7
              %Peter
                  Guber
              
              
              325,000(6
              )
              
              1.3
              %John
                  Durham
              
              
              77,778(7
              )
              
              0.3
              %Lennox
                  L. Vernon
              
              
              39,323(8
              )
              
              0.2
              %Executive
                  Officers and Directors as Group (7 persons)
              
              
              9,111,532
              
              
              35.8
              %
 _____________
 (1)
              Beneficial
                  ownership percentages are calculated based on 25,469,739 shares
                  of common
                  stock issued and outstanding as of March 28, 2008. Beneficial ownership
                  is
                  determined in accordance with Rule 13d-3 of the Exchange Act. The
                  number
                  of shares beneficially owned by a person includes shares underlying
                  options, warrants or other convertible securities held by that
                  person that
                  are currently exercisable (or convertible) or exercisable (or convertible)
                  within 60 days of December 31, 2007. The shares issuable pursuant
                  to the
                  exercise of those options, warrants or other convertible securities
                  are
                  deemed outstanding for computing the percentage ownership of the
                  person
                  holding those options, warrants or other convertible securities,
                  but are
                  not deemed outstanding for the purposes of computing the percentage
                  ownership of any other person. The persons and entities named in
                  the table
                  have sole voting and sole investment power with respect to the
                  shares set
                  forth opposite that person’s name, subject to community property laws,
                  where applicable, unless otherwise noted in the applicable footnote.
                  The
                  table above does not include any holder of the June 2007 Notes
                  who may be
                  deemed to beneficially own more than 5% of the outstanding shares
                  of
                  common stock by virtue of such holder's ownership of the June 2007
                  Notes,
                  where the terms thereof contain restrictions that limit the ability
                  of
                  such holder from acquiring shares of our common stock to the extent
                  that
                  such conversion or exercise would result in such holder and its
                  affiliates
                  (or any person whose beneficial ownership would be aggregated with
                  such
                  holder) beneficially owning or having the right to vote in excess
                  of 4.99%
                  of the total number of issued and outstanding shares of our common
                  stock
                  following such exercise or
                  conversion.
  (2)
              Includes
                  (i) 1,129,166 shares underlying stock options exercisable within
                  60 days
                  of March 28, 2008 held by Mr. Verjee, (ii) 4,079,642 shares of
                  common
                  stock and 289,821 warrants exercisable within 60 days of March
                  28, 2008
                  held by Internet Television Distribution LLC, of which Mr. Verjee
                  is a
                  member and over which Mr. Verjee and Mr. Valani have shared voting
                  and
                  investment power over the shares owned of record by Internet Television
                  Distribution LLC; and (iii) 312,500 shares into which a June 2007
                  Note is
                  convertible within 60 days of March 28, 2008, held through an affiliate
                  and over which Mr. Valani and Mr. Verjee have shared voting and
                  investment
                  power. Excludes 1,370,834 shares underlying stock options not exercisable
                  within 60 days of March 28, 2008 held by Mr.
                  Verjee.
  (3)
              Includes
                  (i) 46,805 shares of common stock held by Mr. Valani; (ii) 464,888
                  shares
                  underlying stock options exercisable within 60 days of March 28,
                  2008 held
                  by Mr. Valani; (iii) 20,470 warrants exercisable within 60 days
                  of March
                  28, 2008 held by Mr. Valani; (iv) 4,079,642 shares of common stock
                  and
                  289,821 warrants exercisable within 60 days of March 28, 2008 held
                  by
                  Internet Television Distribution LLC, of which Mr. Valani is a
                  member and
                  over which Mr. Valani and Mr. Verjee have shared voting and investment
                  power over the shares owned of record by Internet Television Distribution
                  LLC; and (v) 312,500 shares into which a June 2007 Note is convertible
                  within 60 days of March 28, 2008, held through an affiliate and
                  over which
                  Mr. Valani and Mr. Verjee have shared voting and investment power.
                  Excludes 528,333 shares underlying stock options not exercisable
                  within 60
                  days of March 28, 2008 held by Mr.
                  Valani.
  (4)
              Includes
                  263,889 shares underlying stock options exercisable within 60 days
                  of
                  March 28, 2008 held by Mr. Downing. Excludes 236,111 shares underlying
                  stock options not exercisable within 60 days of March 28, 2008
                  held by Mr.
                  Downing.
  (5)
              Includes
                  431,250 shares underlying stock options exercisable within 60 days
                  of
                  March 28, 2008 held by Mr. Moloshok. Excludes 1,068,750 shares
                  underlying
                  stock options not exercisable within 60 days of March 28, 2008
                  held by Mr.
                  Moloshok.
  (6)
              Includes
                  250,000 shares underlying stock options exercisable within 60 days
                  of
                  March 28, 2008 held by Mr. Guber. Excludes 250,000 shares underlying
                  stock
                  options not exercisable within 60 days of March 28, 2008 held by
                  Mr.
                  Guber.
  (7)
              Includes
                  77,778 shares underlying stock options exercisable within 60 days
                  of March
                  28, 2008 held by Mr. Durham. Excludes 322,222 shares underlying
                  stock
                  options not exercisable within 60 days of March 28, 2008 held by
                  Mr.
                  Durham.
  (8)
              Includes
                  39,323 shares underlying stock options exercisable within 60 days
                  of March
                  28, 2008 held by Mr. Vernon. Excludes 98,117 shares underlying
                  stock
                  options not exercisable within 60 days of March 28, 2008 held by
                  Mr.
                  Vernon.




46




**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.**




**CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**




**Transactions
      with Tabreez Verjee**




In
      connection with Mr. Verjee’s continued service as our President and a member of
      our board of directors, on February 5, 2008, our board of directors granted
      to
      Mr. Verjee non-qualified stock options under the 2007 Plan to purchase 2,500,000
      shares of common stock, with an exercise price of $0.31 per share, which was
      the
      closing price per share of our common stock on the OTC Bulletin Board on the
      date of grant. 33% of the total amount of such options granted to Mr.
      Verjee vests on the date of the grant and the remainder of the options granted
      to Mr. Verjee will vest monthly at the rate of 1/24th per month, provided that
      Mr. Verjee continues to provide services to us.




**Transactions
      with Riaz Valani**




Effective
      February 26, 2007, we entered into a one year consulting agreement with Riaz
      Valani under which Mr. Valani provided us with consulting services in the areas
      of business and corporate development. The consulting agreement was terminated
      during the quarter ended June 30, 2007 with such termination being given
      retroactive effect to April 1, 2007. Under the consulting agreement, Mr. Valani
      devoted approximately 30% of his working time to providing us with these
      services. Pursuant to the consulting agreement, we paid Mr. Valani $10,000
      per
      month. On February 26, 2007, we issued to Mr. Valani 250,000 non-qualified
      stock options under our 2006 Plan, exercisable at a price of $5.35 per share,
      which was the fair market value of our common stock on the date of grant. The
      options were cancelled and Mr. Valani ceased providing consulting services
      under
      this consulting agreement for us effective June 30, 2007. In connection with
      the
      consulting agreement, we also paid Mr. Valani a cash payment of $60,000 in
      recognition of his seven months of consulting work completed prior to the
      consulting agreement without compensation, and as an incentive for Mr. Valani
      to
      formalize his existing consulting relationship with us.




47




Effective
      as of February 1, 2008, we entered into another one-year consulting agreement
      with Mr. Valani under which Mr. Valani is to provide us with business and
      corporate development consulting services and devote an average of 20% of his
      working time to provide such services. Pursuant to the terms of the consulting
      agreement, on February 5, 2008, our board of directors granted to Mr. Valani,
      non-qualified stock options under the 2007 Plan to purchase 440,000 shares
      of
      common stock, with an exercise price of $0.31 per share, which was the closing
      price per share of our common stock on the OTC Bulletin Board on the date of
      grant. 33% of the total amount of such options granted to Mr. Valani vests
      on
      the date of the grant and the remainder of the options granted to Mr. Valani
      will vest monthly at the rate of 1/24 th per
      month, provided that Mr. Valani continues to provide services to us. In
      addition, the consulting agreement provides for us to pay to Mr. Valani a fee
      consisting of cash compensation of $8,000 per month, the payment of which is
      deferred until (i) our board of directors elects to pay the cash compensation
      in
      its discretion, (ii) the occurrence of a change in control, (iii) two years
      after the effective date of the consulting agreement or (iv) the date when
      Mr.
      Valani ceases to provide services to us and is no longer a member of our board
      of directors.




In
      connection with Mr. Valani’s continued service as a member of our board of
      directors, on February 5, 2008, our board of directors granted to Mr. Valani,
      additional non-qualified stock options under the 2007 Plan to purchase 400,000
      shares of common stock, with an exercise price of $0.31 per share, which was
      the
      closing price per share of our common stock on the OTC Bulletin Board on the
      date of grant. 33% of the total amount of such options granted to Mr. Valani
      vests on the date of the grant and the remainder of the options granted to
      Mr.
      Valani will vest monthly at the rate of 1/24 th per
      month, provided that Mr. Valani continues to serve as a member of our board
      of
      directors.




**Transactions
      with Lennox Vernon**




On
      October 24, 2007, our board of directors granted options under the 2007 Plan
      to
      Lennox Vernon. The grant to Mr. Vernon consists of options to purchase 75,000
      shares of common stock, with an exercise price of $0.37 per share, which was
      the
      closing price per share of our common stock on the OTC Bulletin Board on the
      date of grant. One-thirty-sixth (1/36) of such options granted to Mr. Vernon
      vest at the end of each calendar month following the date of grant, such that
      the options will be 100% vested after three years from the date of
      grant.




**Transactions
      with John Durham**




In
      connection with the November 1, 2007 appointment of John Durham to our board
      of
      directors, we granted to Mr. Durham, options to purchase 400,000 shares of
      common stock at a price of $0.27 per share. One-twelfth (1/12) of the options
      vest on each quarterly anniversary of the date of grant. The options
      granted to Mr. Durham vest monthly at the rate of one-thirty-sixth (1/36) per
      month over a three-year period commencing on the date of grant.




**Transactions
      with James Moloshok**




In
      connection with Mr. Moloshok’s appointment to serve as our Executive Chairman
      and a member of our board of directors, on December 18, 2007, we entered into
      a
      consulting agreement with Mr. Moloshok. Under the terms of the consulting
      agreement, Mr. Moloshok is required to devote an average of 20 hours per week
      to
      his work for us for a term of two years, unless earlier terminated in accordance
      with the terms of the consulting agreement. In connection with Mr. Moloshok’s
      appointment, on December 18, 2007, we granted options under the 2007 Plan to
      Mr.
      Moloshok. The grant to Mr. Moloshok consists of non-qualified stock options
      to
      purchase 1,500,000 shares of our common stock, with an exercise price equal
      to
      the closing price per share of our common stock on the OTC Bulletin Board on
      December 18, 2007, which was $0.23 per share. 10% of the total amount of such
      options granted to Mr. Moloshok vests on the date of Mr. Moloshok’s appointment,
      and the remainder of the options granted to Mr. Moloshok will vest monthly,
      at
      the rate of 1/24th per month, provided that Mr. Moloshok continues to provide
      services us under the consulting agreement. In addition, the consulting
      agreement provides for payment for services to Mr. Moloshok as follows: (i)
      for
      the first six months of the term, we are required to pay Mr. Moloshok at a
      monthly rate of $15,000, and Mr. Moloshok shall accrue additional compensation
      at a monthly rate of $5,000 that is payable at the earlier of the closing of
      a
      change of control or the end of such six-month period and (ii) after the first
      six months of the term, we are required to pay Mr. Moloshok at a monthly rate
      of
      $20,000. Under the consulting agreement, Mr. Moloshok will also be eligible
      to
      (i) receive incentive compensation of $100,000 per year, contingent upon
      attainment of performance targets to be agreed to with our board of directors
      and (ii) participate in an incentive compensation plan to be established by
      our
      board of directors under which Mr. Moloshok will be eligible to receive up
      to
      150,000 fully vested shares of restricted stock per year, contingent upon
      attainment of performance targets to be agreed to with our board of directors.
      In the event Mr. Moloshok’s engagement is terminated by us other than for cause,
      death or disability, the consulting agreement provides for a severance payment
      of $120,000 and an additional six months of vesting on any options, restricted
      stock or RSUs awarded to Mr. Moloshok.




48




**DIRECTOR
      INDEPENDENCE**




We
      believe that Mr. Guber and Mr. Durham are “independent” directors as that term
      is defined by SEC rules. We do not currently have a separately designated audit,
      nominating or compensation committee.




**ITEM
      13.**  **EXHIBITS.**




The
      exhibits filed as part of this Annual Report on Form 10-KSB are listed in the
      Exhibit Index immediately preceding such exhibits, which Exhibit Index is
      incorporated herein by reference.




**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.**




Set
      forth
      below is a summary of aggregate fees billed by Rowbotham & Company LLP, our
      independent registered public accounting firm, for services during each of
      fiscal year 2007 and 2006. In determining the independence of Rowbotham &
Company LLP, our board of directors acting as the audit committee considered
      whether the provision of any non-audit services is compatible with maintaining
      Rowbotham & Company LLP’s independence.




**2007**
            
            **2006**Audit
                Fees(1)
            
            $
            326,323(1)
            
            $
            246,956(2)Audit-Related
                Fees
            
            
            —
            
            
            —Tax
                Fees
            
            
            —
            
            
            —All
                Other Fees
            
            
            —
            
            
            —Total
                Fees
            
            $
            326,323
            
            $
            246,956







(1)
            The
                total audit fees and reimbursement of expenses billed by Rowbotham
&
                Company LLP for fiscal year 2007 were $326,323 for the audits performed
                during such fiscal year, the reviews of the quarterly financial statements
                and audit services provided in connection with other statutory or
                regulatory filings.


(2)
            The
                total audit fees and reimbursement of expenses billed by Rowbotham
&
                Company LLP for fiscal year 2006 were $246,956 for the audits performed
                during such fiscal year, the reviews of the quarterly financial statements
                and audit services provided in connection with other statutory or
                regulatory filings.


49


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**GOFISH
                CORPORATION**By:
            /s/
                Tabreez VerjeeTabreez
                VerjeePresidentDate:
                March 31, 2008




**POWER
      OF ATTORNEY**




Each
      of
      the undersigned officers and directors of GoFish Corporation, a Nevada
      corporation, does hereby make, constitute and appoint Tabreez Verjee the
      undersigned’s true and lawful attorney-in-fact, with power of substitution, for
      the undersigned and in the undersigned's name, place and stead, to sign and
      file
      with the Securities and Exchange Commission under the Securities Exchange Act
      of
      1934, as amended, this Annual Report on Form 10-KSB for the year ended December
      31, 2007, any and all amendments and exhibits to such Annual Report on Form
      10-KSB and any and all applications, instruments, and other documents to be
      filed with the Securities and Exchange Commission pertaining to such Annual
      Report on Form 10-KSB or any amendments thereto, granting unto said
      attorneys-in-fact, and either of them, full power and authority to do and
      perform any and all acts necessary or incidental to the performance and
      execution of the powers herein expressly granted.




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




**Signature**
              
              **Title**
              
              **Date**/s/
                  Michael Downing
              
              Chief
                  Executive Officer and Director
              
              March
                  31, 2008Michael
                  Downing
              
              (Principal
                Executive
                Officer)/s/
                  Tabreez Verjee
              
              President
                  and Director
              
              March
                  31, 2008Tabreez
                  Verjee/s/
                  Lennox L. Vernon
              
              Chief
                  Accounting Officer and Director of Operations
              
              March
                  31, 2008Lennox
                  L. Vernon
              
              (Principal
                  Financial and Accounting Officer)/s/
                  John Durham
              
              Director
              
              March
                  31, 2008John
                  Durham/s/
                  Peter Guber
              
              Director
              
              March
                  31, 2008Peter
                  Guber/s/
                  James Moloshok
              
              Executive
                  Chairman and Director
              
              March
                  31, 2008James
                  Moloshok/s/
                  Riaz Valani
              
              Director
              
              March
                  31, 2008Riaz
                  Valani




S-1


**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Audited
                Financial Statements**
            
            **Page**Report
                of Independent Registered Public Accounting Firm
            
            
            F-1Consolidated
                Balance Sheet as of December 31, 2007
            
            
            F-2Consolidated
                Statements of Operations for the Years Ended December 31, 2007 and
                2006
            
            
            F-3Consolidated
                Statements of Stockholders’ Equity (Deficit) for the Years Ended December
                31, 2007 and 2006
            
            
            F-4Consolidated
                Statements of Cash Flows for the Years Ended December 31, 2007 and
                2006
            
            
            F-6Notes
                to the Consolidated Financial Statements
            
            
            F-7




S-2


**Report
      of Independent Registered Public Accounting Firm**




The
      Board
      of Directors and Stockholders of


GoFish
      Corporation





We
      have
      audited the accompanying consolidated balance sheet of GoFish
      Corporation (a development stage
      company) (the “Company”) as of December 31, 2007, and the related consolidated
      statements of operations, stockholders’ equity ( deficit ),
      and
      cash flows for each of the years in the two year period ended December 31,
      2007.
      These consolidated financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. The Company
      has determined that it is not required to have, nor were we engaged to perform,
      an audit of its internal control over financial reporting. Our audits included
      consideration of internal control over financial reporting as a basis of
      designing audit procedures that are appropriate in the circumstances, but not
      for the purpose of expressing an opinion on the effectiveness of the Company’s
      internal control over financial reporting. Accordingly, we express no such
      opinion. An audit also includes examining, on a test basis, evidence supporting
      the amounts and disclosures in the consolidated financial statements, assessing
      the accounting principles used and significant estimates made by management,
      as
      well as evaluating the overall financial statement presentation. We believe
      that
      our audits provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial positions of the Company as of December
      31, 2007, and the results of their operations and their cash flows for each
      of
      the years in the two year period ended December 31, 2007, in conformity with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As shown in the financial
      statements, the Company has incurred net loss since its inception and has
      experienced liquidity problems. Those conditions raise substantial doubt about
      the Company’s ability to continue as a going concern. Management’s plans in
      regards to these matters are described in Note 1. The financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty.






/s/
      Rowbotham & Company LLP





San
      Francisco, California


March
      28,
      2008




F-1




**GOFISH
        CORPORATION**


**Consolidated
      Balance Sheet**




**December
                31,****2007****Assets**Current
                assets:Cash
            
            $
            1,108,834Trade
                accounts receivable
            
            
            1,604,209Prepaid
                expenses
            
            
            503,792Total
                current assets
            
            
            3,216,835Property
                and equipment, net
            
            
            457,317Convertible
                note fees, net amortization of $273,714
            
            
            1,189,486Deposits
            
            
            117,979Total
                assets
            
            $
            4,981,617**Liabilities
                and Stockholders’ Equity (Deficit)**Current
                liabilities:Accounts
                payable
            
            $
            1,398,262Accrued
                liabilities
            
            
            714,693Total
                current liabilities
            
            
            2,112,955Convertible
                notes, net discount of $4,039,718
            
            
            6,260,282Commitments
                and contingencies
            
            
            —Stockholders’
                equity (deficit):Preferred
                Stock: $0.001 par value; 10,000,000 shares authorized; zero shares
                issued
                and outstanding at December 31, 2007
            
            
            —Common
                Stock: $0.001 par value; 300,000,000 shares authorized; 25,169,739
                shares
                issued and outstanding at December 31, 2007
            
            
            25,171Notes
                receivable from stockholders
            
            
            (18,910
            )Additional
                paid-in capital
            
            
            20,727,408Accumulated
                deficit
            
            
            (24,125,289
            )Total
                stockholders’ equity (deficit)
            
            
            (3,391,620
            )Total
                liabilities and stockholders’ equity (deficit)
            
            $
            4,981,617




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


F-2




**GOFISH
        CORPORATION**
  **Consolidated
        Statements of Operations**




**Year
                  Ended**
              
              **Year
                  Ended****December
                  31,**
              
              **December
                  31,****2007**
              
              **2006**Revenues
              
              $
              2,081,182
              
              $
              25,779Cost
                  of revenues and expenses:Cost
                  of revenue
              
              
              2,437,047
              
              
              280,870Sales
                  and marketing
              
              
              6,174,158
              
              
              1,843,935Product
                  development
              
              
              2,261,481
              
              
              1,502,910General
                  and administrative
              
              
              5,186,981
              
              
              1,544,283Acquisition
                  costs
              
              
              1,270,348
              
              
              —Total
                  costs of revenues and expenses
              
              
              17,330,015
              
              
              5,171,998Operating
                  loss
              
              
              (15,248,833
              )
              
              (5,146,219
              )Other
                  income (expense):Interest
                  income
              
              
              147,007
              
              
              —Miscellaneous
                  income
              
              
              536
              
              
              16,149Interest
                  expense
              
              
              (1,276,568
              )
              
              (181,826
              )Total
                  other income (expense)
              
              
              (1,129,025
              )
              
              (165,677
              )Net
                  loss before provision for income taxes
              
              
              (16,377,858
              )
              
              (5,311,896
              )Provision
                  for income taxes
              
              
              —
              
              
              —Net
                  loss
              
              $
              (16,377,858
              )
              $
              (5,311,896
              )Net
                  loss per share - basic and diluted
              
              $
              (0.74
              )
              $
              (0.87
              )Shares
                  used to compute net loss per share - basic and diluted
              
              
              22,123,237
              
              
              6,137,224




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


F-3


**GOFISH
        CORPORATION**


**Consolidated
      Statements of Stockholders’ Equity (Deficit)**




Preferred
                  Stock
              
              
              Common
                  Stock
              
              
              NotesReceivableFrom
              
              
              AdditionalPaid-in
              
              
              DeferredStock-
                    Based
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Stockholders
              
              
              Capital
              
              
              Compensation
              
              
              Deficit
              
              
              TotalBalance
                  at January 1, 2006
              
              
              3,905,000
              
              $
              3,905
              
              
              3,339,887
              
              $
              3,340
              
              $
              (44,576
              )
              $
              855,008
              
              $
              (46,664
              )
              $
              (2,435,535
              )
              $
              (1,664,522
              )Reclassification
                  of deferred stok-based compensation
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (46,664
              )
              
              46,664
              
              
              —
              
              
              —Issuance
                  of Common Stock in April in exchange for notes receivable
              
              
              —
              
              
              —
              
              
              13,029
              
              
              13
              
              
              (750
              )
              
              737
              
              
              —
              
              
              —
              
              
              —Repurchase
                  of Common Stock in April and cancellation of notes
                  receivable
              
              
              —
              
              
              —
              
              
              (148,207
              )
              
              (148
              )
              
              8,531
              
              
              (8,383
              )
              
              —
              
              
              —
              
              
              —Repurchase
                  of Common Stock in May and cancellation of notes
                  receivable
              
              
              —
              
              
              —
              
              
              (751,078
              )
              
              (751
              )
              
              10,498
              
              
              (9,747
              )
              
              —
              
              
              —
              
              
              —Repurchase
                  of Common Stock in August and cancellation of notes
                  receivable
              
              
              —
              
              
              —
              
              
              (130,292
              )
              
              (130
              )
              
              7,500
              
              
              (7,370
              )
              
              —
              
              
              —
              
              
              —Repurchase
                  of Common Stock in September and cancellation of notes
                  receivable
              
              
              —
              
              
              —
              
              
              (52,117
              )
              
              (52
              )
              
              150
              
              
              (98
              )
              
              —
              
              
              —
              
              
              —Issuance
                  of Common Stock in September in exchange for a notes
                  receivable
              
              
              —
              
              
              —
              
              
              4,560
              
              
              5
              
              
              (263
              )
              
              258
              
              
              —
              
              
              —
              
              
              —Issuance
                  of GoFish Corporation Common Stock in October to GoFish Technologies,
                  Inc’c Preferred Stockholders
              
              
              (3,905,000
              )
              
              (3,905
              )
              
              1,356,773
              
              
              1,356
              
              
              —
              
              
              2,549
              
              
              —
              
              
              —
              
              
              —Issuance
                  of GoFish Corporation Common Stock in October to ITD
              
              
              —
              
              
              —
              
              
              3,500,000
              
              
              3,500
              
              
              —
              
              
              (3,500
              )
              
              —
              
              
              —
              
              
              —GoFish
                  Corporation shares outstanding
              
              
              —
              
              
              —
              
              
              16,666,674
              
              
              16,667
              
              
              —
              
              
              (16,667
              )
              
              —
              
              
              —
              
              
              —Shares
                  cancelled in October in accordance with Split-Off
                  Agreement
              
              
              —
              
              
              —
              
              
              (9,166,666
              )
              
              (9,167
              )
              
              —
              
              
              9,167
              
              
              —
              
              
              —
              
              
              —Issuance
                  of GoFish Corporation Common Stock in October as a result of the
                  private
                  placement
              
              
              —
              
              
              —
              
              
              8,166,667
              
              
              8,167
              
              
              —
              
              
              10,979,534
              
              
              —
              
              
              —
              
              
              10,987,701Issuance
                  of GoFish Corporation Common Stock in October to
                  consultants
              
              
              —
              
              
              —
              
              
              300,000
              
              
              300
              
              
              —
              
              
              (300
              )
              
              —
              
              
              —
              
              
              —Non-employees
                  stock-based compensation charge
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              268,098
              
              
              —
              
              
              —
              
              
              268,098Stock-based
                  compensation charge
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              265,676
              
              
              —
              
              
              —
              
              
              265,676Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (5,311,896
              )
              
              (5,311,896
              )Balances
                  at December 31, 2006
              
              
              —
              
              $
              —
              
              
              23,099,230
              
              $
              23,100
              
              $
              (18,910
              )
              $
              12,288,298
              
              $
              —
              
              $
              (7,747,431
              )
              $
              4,545,057




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


F-4




GOFISH
      CORPORATION




**Condensed
      Consolidated Statements of Stockholders’ Equity (Deficit)**




Preferred
                  Stock
              
              Common
                  Stock
              
              Notes
                  Receivable From
              
              Additional
                  Paid-in
              
              AccumulatedShares
              
              Amount
              
              Shares
              
              Amount
              
              Stockholders
              
              Capital
              
              Deficit
              
              TotalBalances
                  at January 1, 2007
              
              
              —
              
              $
              —
              
              
              23,099,230
              
              $
              23,100
              
              $
              (18,910
              )
              $
              12,288,298
              
              $
              (7,747,431
              )
              $
              4,545,057Issuance
                  of Common Stock in January for cash upon exercise of
                  warrants
              
              
              —
              
              
              —
              
              
              1,000,000
              
              
              1,000
              
              
              —
              
              
              1,749,000
              
              
              —
              
              
              1,750,000Issuance
                  of Common Stock in January for cash upon exercise of
                  options
              
              
              —
              
              
              —
              
              
              25,879
              
              
              25
              
              
              —
              
              
              1,475
              
              
              —
              
              
              1,500Issuance
                  of Common Stock in April for cash upon exercise of options
              
              
              —
              
              
              —
              
              
              5,167
              
              
              6
              
              
              —
              
              
              7,772
              
              
              —
              
              
              7,778Issuance
                  of warrants in June
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              5,298,493
              
              
              —
              
              
              5,298,493Nonemployee
                  stock-based compensation charge
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              227,883
              
              
              —
              
              
              227,883Stock-based
                  compensation charge
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              944,623
              
              
              —
              
              
              944,623Issuance
                  of Common Stock in November for cash upon exercise of
                  options
              
              
              —
              
              
              —
              
              
              39,463
              
              
              40
              
              
              —
              
              
              2,248
              
              
              —
              
              
              2,288Issuance
                  of Common Stock in December for license, distribution and marketing
                  agreement
              
              
              —
              
              
              —
              
              
              1,000,000
              
              
              1,000
              
              
              —
              
              
              199,000
              
              
              —
              
              
              200,000Discount
                  on investor warrant
              
              
              —
              
              
              —
              
              
              
              
              
              
              
              
              —
              
              
              8,616
              
              
              —
              
              
              8,616Net
                  loss
              
              
              —
              
              
              —
              
              
              --
              
              
              —
              
              
              —
              
              
              —
              
              
              (16,377,858
              )
              
              (16,377,858
              )Balances
                  at December 31, 2007
              
              
              —
              
              $
              —
              
              
              25,169,739
              
              $
              25,171
              
              $
              (18,910
              )
              $
              20,727,408
              
              $
              (24,125,289
              )
              $
              (3,391,620
              )




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


F-5




**GOFISH
        CORPORATION**


**Consolidated
      Statements of Cash Flows**




**December
                  31,**
              
              **December
                  31,****2007**
              
              **2006**Cash
                  flow from operating activities:Net
                  loss
              
              $
              (16,377,858
              )
              $
              (5,311,896
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization of property and equipment
              
              
              224,784
              
              
              48,607Amortization
                  of convertible note fees
              
              
              273,714
              
              
              —Stock-based
                  compensation
              
              
              1,172,506
              
              
              533,774Non
                  cash interest expense
              
              
              884,484
              
              
              137,353Write-off
                  of acquisition advances
              
              
              420,338
              
              
              —Changes
                  in operating assets and liabilities:Trade
                  accounts receivable
              
              
              (1,599,057
              )
              
              11,472Prepaid
                  expenses
              
              
              (158,917
              )
              
              (144,875
              )Deferred
                  direct acquisition costs
              
              
              66,040
              
              
              (66,040
              )Other
                  assets
              
              
              —
              
              
              340Accounts
                  payable
              
              
              902,180
              
              
              164,559Accrued
                  liabilities
              
              
              641,752
              
              
              7,963Net
                  cash used in operating activities
              
              
              (13,550,034
              )
              
              (4,618,743
              )Cash
                  flow from investing activities:Acquisition
                  advances
              
              
              (1,020,338
              )
              
              —Payment
                  of acquisition advances
              
              
              600,000
              
              
              —Funds
                  held as restricted cash
              
              
              1,728,728
              
              
              (1,728,728
              )Funds
                  held as deposits
              
              
              (107,979
              )
              
              —Advances
                  to founder and stockholder
              
              
              17,216
              
              
              —Purchase
                  of property and equipment
              
              
              (524,781
              )
              
              (140,866
              )Net
                  cash provided by (used in) investing activities
              
              
              692,846
              
              
              (1,869,594
              )Cash
                  flow from financing activities:Proceeds
                  from issuance of common stock, net of issuance cost
              
              
              1,761,566
              
              
              8,822,698Due
                  to stockholder
              
              
              —
              
              
              384,793Repayment
                  of due to stockholder
              
              
              (384,793
              )
              
              —Proceeds
                  from issuance of notes payable
              
              
              200,000
              
              
              100,000Repayment
                  of notes payable
              
              
              (200,000
              )
              
              (100,000
              )Proceeds
                  from issuance of secured bridge notes
              
              
              —
              
              
              800,000Proceeds
                  from issuance of convertible promissory notes
              
              
              —
              
              
              826,650Repayment
                  of convertible promissory notes
              
              
              —
              
              
              (1,020,000
              )Proceeds
                  from issuance of convertible notes and related warrants, net of
                  fees of
                  $1,080,293
              
              
              9,219,707
              
              
              —Net
                  cash provided by financing activities
              
              
              10,596,480
              
              
              9,814,141Net
                  increase (decrease) in cash and cash equivalents
              
              
              (2,260,708
              )
              
              3,325,804Cash
                  at beginning of the period
              
              
              3,369,542
              
              
              43,738Cash
                  at the end of the period
              
              $
              1,108,834
              
              $
              3,369,542




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




F-6




**GOFISH
        CORPORATION**
  Notes
          to
          the Consolidated Financial Statements
  **1.**
                **The
                    Company**




***General
      -*** GoFish
      Technologies, Inc. was incorporated in the State of California on May 13,
      2003.





Unibio
      Inc. was incorporated in the state of Nevada on February 2, 2005. On September
      14, 2006, Unibio Inc. changed its name to GoFish Corporation.





***Mergers
      and Acquisitions -*** The
      original shareholders of GoFish Corporation prior to the below transactions
      owed
      16,666,674 shares of Common Stock, 100% of GoFish Corporation. On October 27,
      2006, the following transaction occurred simultaneously, each one being
      dependent on the other:




·
            GoFish
                Technologies, Inc. was acquired by GoFish Corporation. In the transaction,
                GoFish Technologies, Inc. merged with a subsidiary of GoFish Corporation
                and became a wholly-owned subsidiary of GoFish Corporation. 3,632,555
                shares of GoFish Corporation Common Stock were exchanged for all
                the
                outstanding Series A Preferred Stock and Common Stock of GoFish
                Technologies, Inc.




·
            GoFish
                Corporation assumed all outstanding GoFish Technologies, Inc.’s stock
                options and warrants.




·
            GoFish
                Corporation executed a Split-Off Agreement with certain of its
                shareholders whereby all the assets and liabilities of GoFish Corporation
                just prior to the mergers were exchanged for 9,166,666 shares of
                Common
                Stock of GoFish Corporation.




·
            Internet
                Television Distribution, Inc. was acquired by GoFish Technologies,
                Inc and
                became a wholly-owned subsidiary of GoFish Corporation. 3,500,000
                shares
                of GoFish Corporation Common Stock were exchanged for all the outstanding
                shares of Common Stock of Internet Television Distribution,
                Inc.




·
            GoFish
                Corporation consummated a private offering (the “Offering”) of 8,166,667
                units of its securities (the “Units”), at a purchase price of $1.50 per
                Unit, each Unit consists of one share of Common Stock and a warrant
                to
                purchase one-half of a share of Common Stock for a period of five
                years at
                an exercise price of $1.75 per share (the “Investor Warrants”), which
                Investor Warrants are callable by the Company under certain
                circumstances.




·
            The
                officers and board members of GoFish Corporation resigned and were
                replaced by officers of GoFish Technologies, Inc. along with newly
                elected
                board members.




GoFish
      Technologies, Inc.’s shareholders exchanged their Common Stock for a total of
      2,275,882 shares of GoFish Corporation’s Common Stock and GoFish Technologies,
      Inc.’s shareholders exchanged their Series A Preferred Stock for a total of
      1,356,773 shares of GoFish Corporation’s Common Stock.





The
      transactions between GoFish Technologies, Inc. and GoFish Corporation have
      been
      treated as a reverse merger and recapitalization of GoFish Technologies, Inc.
      for reporting purposes. GoFish Technologies, Inc. is the acquirer for accounting
      purposes. GoFish Corporation is the issuer. The historical financial statements
      for periods prior to the acquisition become those of the acquirer. In a
      recapitalization, historical stockholders' equity of the acquirer prior to
      the
      merger is retroactively restated for the equivalent number of shares received
      in
      the merger after giving effect to any difference in par value of the issuer's
      and acquirer's stock with an offset to additional paid-in capital. Accumulated
      deficit of the acquirer is carried forward after the acquisition. Operations
      prior to the merger are those of the accounting acquirer. Earnings per share
      for
      the periods prior to the merger are restated to reflect the equivalent number
      of
      shares outstanding.


Contemporaneously
      with the closing of the mergers, GoFish Corporation executed a Split-Off
      Agreement with certain shareholders whereby all the assets and liabilities
      of
      GoFish Corporation just prior to the mergers were exchanged for 9,166,666 shares
      of Common Stock of GoFish Corporation. This resulted in a GoFish Corporation
      balance sheet with zero total assets, zero total liabilities, and zero total
      stockholders’ equity and a purchase price of zero.




F-7




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements




Internet
      Television Distribution, Inc. was an entity that was originally formed to take
      advantage of opportunities in the internet video sector. Specifically,
      opportunities to build/aggregate audiences and capture a share of the
      advertising dollars shifting into online video. GoFish Technologies, Inc. and
      Internet Television Distribution, Inc. determined that it was in the best
      interest of each entity to merge. The transaction between GoFish Technologies,
      Inc. and Internet Television Distribution, Inc. has been treated as an
      acquisition by GoFish Technologies, Inc. Internet Television Distribution,
      Inc.
      is considered to be an entity under common control and as such GoFish
      Technologies, Inc. recognized the assets and liabilities transferred at their
      carrying value, which was zero for both assets and liabilities.





GoFish
      Technologies, Inc. had issued convertible promissory notes in the amount of
      $2,247,650 of principal and accrued interest expense in the amount of $139,770
      for a total of $2,387,419 of principal and accrued interest outstanding. GoFish
      Corporation solicited subscriptions in the Offering from the GoFish
      Technologies, Inc. noteholders. Rather than accepting cash consideration for
      the
      Units to be acquired by these noteholders, GoFish Corporation agreed to issue
      the Units at a rate of one Unit for each $1.50 of debt (including accrued
      interest) in consideration for the noteholders’ cancellation of the existing
      notes and accrued interest. The noteholders who elected not to participate
      in
      the Offering were repaid in full, the principal and accrued interest on their
      notes, from the proceeds of the Offering. Also, Internet Television
      Distribution, Inc. had made bridge loans to GoFish Technologies, Inc. in the
      amount of $800,000 of principal and accrued interest expense in the amount
      $69,463 for a total of $869,463of principal and accrued interest outstanding.
      Rather than accepting cash consideration for the Units to be acquired by
      Internet Television Distribution, Inc., GoFish Corporation agreed to issue
      the
      Units at a rate of one Unit for each $1.50 of debt (including accrued interest)
      in consideration for Internet Television Distribution, Inc.’s cancellation of
      the existing notes and accrued interest.





A
      summary
      is as follows:





Gross
                proceeds from the Offering
            
            $
            12,250,000Offering
                costs
            
            
            (1,262,299
            )Effect
                of the merger
            
            
            10,987,701Cancellation
                of convertible promissory notes and interest
            
            
            (1,295,540
            )Cancellation
                of loan and accrued interest
            
            
            (869,463
            )Net
                proceeds
            
            $
            8,822,698





A
      consultant also received 300,000 shares of Common Stock for services related
      to
      the Offering.





Subsequent
      to all of the above transactions the original shareholders of GoFish Corporation
      now own 7,500,008 or 32% of GoFish Corporation.




F-8




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


A
      summary
      of the common stock outstanding of GoFish Corporation subsequent to the above
      is
      as follows:





Shares
                outstanding prior to the Merger
            
            
            16,666,674Shares
                issued to GoFish Technologies, Inc. shareholders
            
            
            3,632,555Shares
                issued to Internet Television Distribution LLC
            
            
            3,500,000Shares
                issued from the private placement
            
            
            8,166,667Shares
                issued to consultants
            
            
            300,000Shares
                cancelled in accordance with the Split-Off Agreement
            
            
            (9,166,666
            )Shares
                outstanding
            
            
            23,099,230





GoFish
      Corporation also assumed all outstanding GoFish Technologies, Inc.’s stock
      options and warrants with proportionate adjustments to the number of underlying
      shares and exercise prices based on a exchange ratio of .345022 for
      1.





GoFish
      Corporation and subsidiaries (the “Company”) operates an online youth media and
      entertainment network (the "GoFish Network"). The Company specializes in
      creating, aggregating, distributing, and monetizing premium youth content on
      a
      network of quality youth sites. The Company has been able to generate revenue
      by
      selling advertising on the websites in the GoFish Network. The GoFish network
      is
      comprised of owed and operated websites as well as third-party
      websites.




***Management's
      Plan -*** The
      Company has incurred operating losses and negative cash flows since inception.
      Management expects that revenue will increase in fiscal 2008 as a result of
      its
      planned continued expansion of the GoFish Network’s reach, scale and scope. The
      Company also expects to incur additional expenses for the development and
      expansion of its publisher network, marketing campaigns for a number of its
      programming launches and the continuing integration of its businesses. In
      addition, the Company also anticipates gains in operating efficiencies as a
      result of the increase to its sales and marketing organization. However, the
      Company expects operating losses and negative cash flows to continue for the
      foreseeable future but anticipates that losses will decrease from current levels
      as the Company continues to grow and develop The Company believes that it will
      be successful in expanding operations, gaining market share, and raising
      additional funds. However, there can be no assurance that in the event the
      Company requires additional financing, such financing will be available or
      terms
      which are favorable or at all. Failure to generate sufficient cash flows from
      operations or raise additional capital could have a material adverse effect
      on
      the Company's ability to achieve its intended business objectives. These factors
      raise substantial doubt about the Company's ability to continue as a going
      concern.





***Going
      Concern -*** The
      Company's financial statements have been presented on a basis that contemplates
      the realization of assets and the satisfaction of liabilities in the normal
      course of business. The Company continues to face significant risks associated
      with the successful execution of its strategy given the current market
      environment for similar companies. The financial statements do not include
      any
      adjustments that might result from the outcome of this uncertainty.





***Development
      Stage Company*** *-* From
      May
      13, 2003 (inception) to December 31, 2006, the Company was a development stage
      company. In 2007, the principal operations of the Company commenced and
      significant revenues have been generated and the Company is no longer considered
      to be a development stage company.




F-9




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


**2.**
            **Summary
                of Significant Accounting
                Policies**





***Basis
      of Presentation -*** The
      accompanying consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of
      America.





***Principles
      of Consolidation -*** The
      consolidated financial statements include the financial statements of GoFish
      Corporation and its wholly-owned subsidiaries. All significant transactions
      and
      balances between the GoFish Corporation and its subsidiaries have been
      eliminated in consolidation.





***Use
      of Estimates -*** The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect reported amounts and
      disclosures. Accordingly, actual results could differ from those
      estimates.





***Reclassifications
      -*** Certain **** financial
      statement reclassifications have been made to prior period amounts to conform
      to
      the current period presentation.





***Fair
      Value of Financial Instruments -*** **** The
      carrying amounts of cash, restricted cash, accounts receivable, due from founder
      and stockholder, prepaid expenses, accounts payable, accrued liabilities, and
      due to stockholder approximate fair value due to the short-term maturities
      of
      these instruments.





***Cash
      and Cash Equivalents -*** For
      purposes of reporting cash flows, the Company considers all short-term,
      interest-bearing deposits with original maturities of three months or less
      to be
      cash equivalents.





***Concentration
      of Credit Risk -*** Financial
      instruments that potentially subject the Company to significant concentrations
      of credit risk consist principally of cash and accounts receivable.





The
      Company places its cash in banks. Cash in excess of federally-insured limits
      totaled $1,008,834 at December 31, 2007.





***Accounts
      Receivable -*** The
      Company generally requires no collateral from its customers. An
      allowance for doubtful accounts will be recorded based on a combination of
      historical experience, aging analysis, and information on specific accounts.
      Account balances will be written off against the allowance after all means
      of
      collection have been exhausted and the potential for recovery is considered
      remote. The Company has recorded an allowance against its receivables of $17,216
      at December 31, 2007.





***Accounts
      Receivable Concentrations -*** The
      Company’s accounts receivable is mainly generated by Starcom IP, RET, Universal
      McCann, RC2 Corporation and Moxie Interactive, which represent 27%, 21%, 9%,
      9%
      and 8% , respectively, for the year ended December 31, 2007. Accounts receivable
      concentrations were immaterial to the consolidated financial statements for
      the
      year ended December 31, 2006.





***Revenue
      Concentrations*** - The
      Company’s revenue is generated mainly from advertisers who purchase inventory in
      the form of graphical, text-based or video ads on the Company’s Network of
      websites. These advertisers’ respective agencies facilitate the purchase of
      inventory on behalf of their advertisers. The Company received revenue from
      the
      following agencies and their respective advertisers: Starcom
      IP, RET, Universal McCann, RC2 Corporation and Touch Point Integrated which
      provided 24%, 20%, 7%, 7% and 7% of the Company’s revenues for the year ended
      December 31, 2007. Revenue concentrations were immaterial to the consolidated
      financial statements for the year ended December 31, 2006.





***Property*** ***and Equipment -*** Property
      and equipment are stated at cost less accumulated depreciation and amortization.
      Major improvements are capitalized, while repair and maintenance costs that
      do
      not improve or extend the lives of the respective assets are expensed as
      incurred. Depreciation and amortization charges are calculated using the
      straight-line method over the useful lives of the assets, generally three years.
      Upon retirement or sale, the cost and related accumulated depreciation are
      removed from the balance sheet and the resulting gain or loss is reflected
      in
      operating expenses.




F-10




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


***Impairment
      of Long-Lived Assets -*** The
      Company continually evaluates whether events and circumstances have occurred
      that indicate the remaining estimated useful life of long-lived assets may
      warrant revision or that the remaining balance of long-lived assets may not
      be
      recoverable. When factors indicate that long-lived assets should be evaluated
      for possible impairment, the Company typically makes various assumptions about
      the future prospects the asset relates to, considers market factors and uses
      an
      estimate of the related undiscounted future cash flows over the remaining life
      of the long-lived assets in measuring whether they are recoverable. If the
      estimated undiscounted future cash flows are less than the carrying value of
      the
      asset, a loss is recorded as the excess of the asset's carrying value over
      its
      fair value. There have been no such impairments of long-lived assets through
      December 31, 2007





***Income
      Taxes -*** Income
      taxes are accounted for under the asset and liability method. Deferred tax
      assets and liabilities are recognized for the tax consequences attributable
      to
      differences between financial statement carrying amounts of existing assets
      and
      liabilities and their respective tax basis, and operating loss carry-forwards.
      Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. The effect on deferred
      tax
      assets and liabilities of a change in the tax rates is recognized in income
      in
      the period that includes the enactment date. A valuation allowance is recorded
      for loss carryforwards and other deferred tax assets where it is more likely
      than not that such loss carryforwards and deferred tax assets will not be
      realized.





***Revenue
      Recognition -*** Revenues
      are derived from advertising programs. The Company’s advertising programs offer
      advertisers the ability to place graphical or text-based ads on its Network
      or
      video ads within its video programming. Revenues are recognized at the time
      the
      ads appear.





***Expense
      Recognition -*** ** Expenses
      are charged to expense as incurred.





***Advertising
      and Promotion Costs -*** Expenses
      related to advertising and promotions of products are charged to expense as
      incurred. Advertising and promotional costs totaled $1,731,170 and $243,048
      for
      the years ended December 31, 2007 and 2006, respectively.





***Stock-Based
      Compensation -*** On
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      Statement of Financial Accounting Standards (“SFAS”) No. 123 (R),
“Share *-Based
      Payment* ”
(“SFAS
      123 (R)”), using the modified prospective transition method. Under the fair
      value recognition provisions of SFAS 123 (R), stock-based compensation cost
      is
      measured at the grant date based on the fair value of the award and is
      recognized as expense on a straight-line basis over the requisite service
      period, which is generally the vesting period. Compensation for grants that
      were
      outstanding as of January 1, 2006 is being recognized over the remaining service
      period using the compensation cost previously estimated in the Company’s SFAS
      123 pro forma disclosures.





The
      Company currently uses the Black-Scholes option pricing model to determine
      the
      fair value of stock options. The determination of the fair value of stock-based
      payment awards on the date of grant using an option-pricing model is affected
      by
      the Company’s stock price as well as by assumptions regarding a number of
      complex and subjective variables. These variables include the Company’s expected
      stock price volatility over the term of the awards, actual and projected
      employee stock option exercise behaviors, risk-free interest rate and expected
      dividends. The Company estimates the volatility of the Company’s common stock at
      the date of the grant based on a combination of the implied volatility of
      publicly traded options on the Company’s common stock and the Company’s
      historical volatility rate. The dividend yield assumption is based on historical
      dividend payouts. The risk-free interest rate is based on observed interest
      rates appropriate for the term of the Company’s employee options. The Company
      uses historical data to estimate pre-vesting option forfeitures and record
      share-based compensation expense only for those awards that are expected to
      vest. For options granted, the Company amortizes the fair value on a
      straight-line basis. All options are amortized over the requisite service
      periods of the awards, which are generally the vesting periods. If factors
      change, the Company may decide to use different assumptions under the
      Black-Scholes option model and stock-based compensation expense may differ
      materially in the future from that recorded in the current periods.




F-11




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


I ncluded
      in cost of revenues and expenses is $1,172,506 and $533,774 of stock-based
      compensation for the years ended December 31, 2007 and 2006, respectively.
      At
      December 31, 2007, this amount includes $86,216 of stock-based compensation
      related to non-employees and $944,623 related to employees and $141,667 related
      to warrants. At December 31, 2006, this amount includes $198,865 of stock-based
      compensation related non-employees, $265,676 related to employees and $69,233
      related to the warrants.





The
      following table presents share-based compensation expense included in the
      Consolidated Statement of Operation related to employee and non-employee stock
      options and restricted shares as follows:





**December
                31,**
            
            **December
                31,****2007**
            
            **2006**Cost
                of revenue
            
            $
            —
            
            $
            —Sales
                and marketing
            
            
            461,526
            
            
            58,369Product
                development
            
            
            213,053
            
            
            153,059General
                and administrative
            
            
            497,927
            
            
            322,346Total
                share-based compensation
            
            $
            1,172,506
            
            $
            533,774





Share-based
      compensation cost is measured at the grant date, based on the calculated fair
      value of the award, and is recognized as an expense over the service period,
      generally the vesting period of the equity grant.





The
      fair
      value of each option grant has been estimated on the date of grant using the
      Black-Scholes valuation model with the following assumptions at December
      31:





**December
                31,**
            
            **December
                31,****2007**
            
            **2006**Risk
                free interest rate
            
            
            4.08
            %
            
            4.63
            %Expected
                lives
            
            
            5.95
                Years
            
            
            6.13
                YearsExpected
                volatility
            
            
            68.33
            %
            
            65.23
            %Dividend
                yields
            
            
            0
            %
            
            0
            %




The
      Company estimates the fair value of stock options using the Black-Scholes
      valuation model. Key input assumptions used to estimate the fair value of stock
      options include the exercise price of the award, expected option term, expected
      volatility of the stock over the option’s expected term, risk-free interest rate
      over the option’s expected term, and the expected annual dividend yield. The
      Company believes that the valuation technique and approach utilized to develop
      the underlying assumptions are appropriate in calculating the fair values of
      the
      stock options granted in the twelve months ended December 31, 2007 and
      2006.




F-12




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


***Research
      and Development -*** Research
      and development costs are charged to operations as incurred.





***Loss
      Per Share*** ** ***-*** Basic
      net loss per share to common stockholders is calculated based on the
      weighted-average number of shares of common stock outstanding during the period
      excluding those shares that are subject to repurchase by the Company. Diluted
      net loss per share attributable to common shareholders would give effect to
      the
      dilutive effect of potential common stock consisting of stock options, warrants,
      and preferred stock. Dilutive securities have been excluded from the diluted
      net
      loss per share computations as they have an antidilutive effect due to the
      Company’s net loss.





The
      following outstanding stock options, warrants, and preferred stock (on an
      as-converted into common stock basis) were excluded from the computation of
      diluted net loss per share attributable to holders of common stock as they
      had
      an antidilutive effect as of December 31, 2007 and 2006:





**December
                31,**
            
            **December
                31,****2007**
            
            **2006**Options
                issuable upon exercise of stock options
            
            
            335,725
            
            
            485,251Shares
                issuable upon exercise of warrants
            
            
            —
            
            
            2,393,427Shares
                issuable upon conversion of Series A preferred stock
            
            
            —
            
            
            3,416,875Total
            
            
            335,725
            
            
            6,295,553





***Comprehensive
      Loss -*** **** The
      Company has no components of comprehensive income (loss) other than its net
      loss
      and, accordingly, comprehensive loss is the same as the net loss for all periods
      presented.





***Segments
      -*** Segments
      are defined as components of the Company’s business for which separate financial
      information is available that is evaluated by the Company’s chief operating
      decision maker (its CEO) in deciding how to allocate resources and assess
      performance. The Company has only one overall operating segment.





***Recent
      Accounting Pronouncements -*** In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets - An Amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 requires
      that all separately recognized servicing assets and servicing liabilities be
      initially measured at fair value, if practicable. The statement permits, but
      does not require, the subsequent measurement of servicing assets and servicing
      liabilities at fair value. SFAS 156 is effective as of the beginning of the
      first fiscal year that begins after September 15, 2006, with earlier adoption
      permitted. The Company does not believe the adoption of SFAS 156 will have
      a
      significant effect on the Company’s financial statements.





In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes -
      an interpretation of FASB Statement No. 109,” which clarifies the accounting for
      uncertainty in tax positions. FIN 48 seeks to reduce the diversity in practice
      associated with certain aspects of measurement and recognition in accounting
      for
      income taxes. In addition, FIN 48 provides guidance on de-recognition,
      classification, interest and penalties, and accounting in interim periods and
      requires expanded disclosure with respect to the uncertainty in income taxes.
      FIN 48 requires that the Company recognizes in the Company’s financial
      statements the impact of a tax position if that position is more likely than
      not
      to be sustained on audit, based on the technical merits of the position. The
      Company adopted the provisions of FIN 48 as of January 1, 2007, with the
      cumulative effect of the change in accounting principle to have been recorded
      as
      an adjustment to opening retained earnings if there had been any (there were
      none). At the adoption date and as of December 31, 2007, the Company did not
      have any unrecognized tax benefits and no adjustments to liabilities or
      operations were required.




F-13




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


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 and expands disclosure of fair value measurements. SFAS 157 applies under
      other accounting pronouncements that require or permit fair value measurements
      and accordingly, does not require any new fair value measurements. SFAS 157
      is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. The Company does not believe that the adoption of SFAS 157
      will have a significant effect on the Company’s financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
      Assets and Financial Liabilities” “SFAS 159”). SFAS No. 159 permits entities to
      choose to measure many financial assets and financial liabilities at fair value.
      Unrealized gains and losses on items for which the fair value option has been
      elected are reported in earnings. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007. The Company does not believe that the
      adoption of SFAS 159 will have a significant effect on the Company’s financial
      statements.





In
      February 2008, the FASB issued FASB Staff Position No. 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. This staff position amends
      FASB Statement No. 157, Fair Value Measurements, to exclude FASB Statement
      No.
      13, Accounting for Leases, and other accounting pronouncements that address
      fair
      value measurements for purposes of lease classification or measurement under
      Statement 13. This statement is not expected to have a material effect on the
      Company’s results of operations or financial condition.


In
        September 2006, the SEC released SAB 108 “Considering the effects of Prior Year
        Misstatements when Quantifying Misstatements in Current Year Financial
        statements” (SAB 108). SAB 108 addresses the process of quantifying financial
        statement misstatements, such as addressing both the carryover and reversing
        effect of prior year misstatements on the current year financial statements.
        SAB
        108 became effective for our fiscal year ended December 31, 2006. The adoption
        of this statement had no impact on our financial position or results of
        operations.
 
 In
        December, 2007 the FASB issued Statement 141R, “Business Combinations” (SFAS
        141R). SFAS 141R replaces SFAS 141. SFAS 141R requires the acquirer of a
        business to recognize and measure the identifiable assets acquired, the
        liabilities assumed, and any non-controlling interest in the acquiree at
        fair
        value. SFAS 141R applies prospectively to business combinations for which
        the
        acquisition date is on or after the beginning of the first annual reporting
        period beginning on or after December 15, 2008. The effective date for Alpha
        Irmotech will be January 1, 2009. We have not yet determined the impact of
        SFAS
        141R related to future acquisition, if any, on our consolidated financial
        statements.
 
 In
        February 2008, the FASB Staff Position No. 140-3 Accounting for Transfer
        of
        Financial Assets and Repurchase Transactions (FSP 140-3). This position provides
        guidance on accounting for a transfer of a financial asset and a repurchase
        financing. This statement will become effective for the Company as of January
        1,
        2009, and is not expected to resulting additional disclosures nor expected
        to
        have a material effect on the Company’s results of operations or financial
        condition.




**3.**
            **Property
                and Equipment**





Property
      and equipment, net consists of the following at December 31, 2007:





**December
                31,****2007**Computer
                equipment and software
            
            $
            614,009Leasehold
                improvements
            
            
            145,794Furniture
                and fixtures
            
            
            7,737Total
                property and equipment
            
            
            767,540Less
                accumulated depreciation and amortization
            
            
            (310,223
            )Property
                and equipment, net
            
            $
            457,317





Depreciation
      and amortization expense totaled $224,784 and $48,607 for the years ended December
      31, 2007 and 2006, respectively.


F-14




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements




**4.**
            **Accrued
                Liabilities**





Accrued
      liabilities consists of the following at December 31, 2007:




**December
                31,****2007**Accrued
                vendor obligations
            
            $
            236,833Accrued
                compensation
            
            
            182,253Accrued
                travel and entertainment
            
            
            106,904Accrued
                legal expenses
            
            
            91,878Accrued
                city and county taxes
            
            
            53,182Accrued
                interest expenses
            
            
            39,483Other
            
            
            4,160Total
                accrued liabilities
            
            $
            714,693




**5.**
            **Convertible
                Notes**





In
      June
      2007, the Company entered into a purchase agreement (the “Purchase Agreement”)
      pursuant to which they sold the June 2007 Notes in the aggregate principal
      amount of $10,300,000 and the June 2007 warrants to purchase an aggregate of
      3,862,500 shares of common stock in a private placement
      transaction.




The
      June
      2007 Notes bear interest at a rate of 6% per annum, payable semi-annually in
      cash or shares of the Company’s common stock, at the Company’s option. The June
      2007 Notes mature three years from the date of issuance and are convertible,
      commencing six months after the date of issuance, into shares of the Company’s
      common stock at a conversion price of $1.60 per share, subject to full-ratchet
      anti-dilution protection. The Company has the right to force conversion of
      a
      specified amount of the June 2007 Notes at the then-applicable conversion price,
      provided that their common stock trades at or above $2.06 per share for the
      preceding 20 consecutive trading days and certain other conditions are
      satisfied. Subject to certain conditions, the Company also has the right to
      prepay the June 2007 Notes at par plus accrued interest and plus certain other
      amounts. The Investors have the right to require the Company to purchase all
      or
      some of the June 2007 Notes in cash, plus a redemption premium to provide a
      total return on the June 2007 Notes of 10% per annum, upon the occurrence of
      certain change of control events prior to maturity. The Investors also have
      the
      right to put the June 2007 Notes for a 30-day period following two years from
      the date of issuance.





The
      Purchase Agreement governing the June 2007 Notes contains various negative
      covenants that provide that, unless the holders of greater than 75% of the
      aggregate principal amount of the June 2007 Notes then outstanding consent,
      the
      Company may not, among other things:





·
            incur
                indebtedness (other than permitted indebtedness, including junior
                debt in
                connection with certain strategic
                transactions);




·
            create
                liens on the Company’s properties (other than permitted
                liens);




·
            amend
                the Company’s Articles of Incorporation so as to adversely affect the
                rights or privileges granted under the June 2007
                Notes;




·
            make
                certain restricted payments (including cash dividends);
                and




·
            issue
                equity securities with registration rights (subject to certain exceptions,
                including issuances of equity securities with registration rights
                in
                connection with certain strategic transactions) for a specified period
                after the effective date of the initial registration statement required
                to
                be filed by us under the Registration Rights
                Agreement.




F-15




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


Events
      of
      default under the June 2007 Notes include, without limitation:




·
            failure
                to pay principal, interest or other amounts when
                due;




·
            breaches
                of covenants;




·
            materially
                incorrect representations and
                warranties;




·
            cross-payment
                defaults and cross-acceleration to other material
                indebtedness;




·
            certain
                judgment defaults;




·
            events
                of bankruptcy; and




·
            failure
                to comply with certain registration obligations under the Registration
                Rights Agreement.




Upon
      the
      occurrence of any event of default under the June 2007 Notes, the Investors
      have
      the right to require the Company to purchase all or any part of the outstanding
      principal amount of the June 2007 Notes at a purchase price in cash equal to
      the
      greater of: (i) 102% of such outstanding principal amount, plus all accrued
      and
      unpaid interest, any unpaid liquidated damages and other amounts then owing
      to
      the Investors or (ii) an event equity value of the underlying shares of the
      Company’s common stock that would be issuable upon conversion of such principal
      amount, plus payment in shares of the Company’s common stock of all such accrued
      but unpaid interest thereon, plus an amount payable in cash of any liquidated
      damages and other amounts payable to the Investors.




The
      June
      2007 Warrants issued to the investors in the June 2007 Private Placement are
      exercisable for a period of five years commencing one year after the date of
      issuance at an exercise price of $1.75 per share. Utilizing the Black-Scholes
      valuation model and the following assumptions: estimated volatility of 85%,
      a
      contractual life of six years, a zero dividend rate, 5.12% risk free interest
      rate, and the fair value of common stock of $1.72 per share at date of grant,
      the Company determined the allocated fair value of the warrant to be $4,924,202.
      The Company has recorded this amount as a debt discount and is amortizing the
      debt discount over the term of the June 2007 Notes. The amortization is being
      recorded as interest expense and totaled $884,484 for the year ended December
      31, 2007.





As
      part
      of the June 2007 Private Placement, the Company paid placement agent fees equal
      to 7% of the gross proceeds raised in the June 2007 Private Placement, $721,000,
      and associated expenses of $367,909 for a total of $1,088,909. In addition,
      the
      Company issued 193,125 warrants to purchase an aggregate of 193,125 shares
      Common Stock. These warrants are exercisable for a period of five years
      commencing one year after the issuance at an exercise price of $1.60 per share.
      Utilizing the Black-Scholes valuation model and the following assumptions:
      estimated volatility of 85%, a contractual life of five years, a zero dividend
      rate, 5.12% risk free interest rate, and the fair value of common stock of
      $1.72
      per share at date of grant, the Company determined the allocated fair value
      of
      the warrants to be $235,722. The Company issued 115,875 warrants to purchase
      an
      aggregate of 115,875 shares of Common Stock. These warrants are exercisable
      for
      a period of five years commencing one year after the issuance at an exercise
      price of $1.75 per share. Utilizing the Black-Scholes valuation model and the
      following assumptions: estimated volatility of 85%, a contractual life of five
      years, a zero dividend rate, 5.12% risk free interest rate, and the fair value
      of common stock of $1.72 per share at date of grant, the Company determined
      the
      allocated fair value of the warrant to be $138,569. The total convertible note
      fees were $1,463,200. These fees are being amortized to expense over the term
      of
      the June 2007 Notes and amounted to $273,214 for the year ended December 31,
      2007.





Interest
      expense totaled $1,276,568 for the year ended December 31,
      2007.


F-16




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements




**6.**
                **Commitments
                    and
                    Contingencies**





The
      Company leases office space under non-cancelable operating leases with
      expiration dates through 2011.
      The future minimum rental payments under these leases at December 31, 2007,
      are
      as follows:





**Future
                Minimum**Year
            
            
            **Lease
                Payments**2008
            
            $
            332,0572009
            
            
            200,4142010
            
            
            122,7702011
            
            
            106,666$
            761,907





In
      April
      2007 the Company entered into a new lease agreement for its executive offices
      in
      San Francisco, California.





In
      October 2007, the Company entered into a new lease agreement for its East Coast
      Sales Office in New York, New York.





Rent expense totaled
      $244,452 and $79,921 for the years ended December 31, 2007 and 2006,
      respectively.




**7.**
            **Stockholders'
                Equity**





On
      September 14, 2006, GoFish Corporation increased its authorized capital stock
      from 75,000,000 shares of common stock, par value $0.001, to 300,000,000 shares
      of common stock, par value $0.001, and 10,000,000 shares of preferred stock,
      par
      value $0.001.





**8.**
            **Stock
                Options and Warrants**





In
      2004,
      the Company’s Board of Directors adopted a 2004 Stock Plan (the “2004
      Plan”).





The
      2004
      Plan authorized the Board of Directors to grant incentive stock options and
      nonstatutory stock options to employees, directors, and consultants for up
      to
      2,000,000 shares of common stock. Under
      the
      Plan, incentive stock options and nonqualified stock options are to be granted
      at a price that is no less than 100% of the fair value of the stock at the
      date
      of grant. Options will be vested over a period according to the Option
      Agreement, and are exercisable for a maximum period of ten years after date
      of
      grant. Options granted to stockholders who own more than 10% of the outstanding
      stock of the Company at the time of grant must be issued at an exercise price
      no
      less than 110% of the fair value of the stock on the date of grant.





In
      May
      2006, the Company increased the shares reserved for issuance under the 2004
      Plan
      from 2,000,000 to 4,588,281. Upon completion of the Mergers, the Company
      decreased the shares reserved under the 2004 Plan from 4,588,281 to 804,188
      and
      froze the 2004 Plan resulting in no additional options being available for
      grant
      under the 2004 Plan.





In
      2006,
      the Company’s Board of Directors adopted a 2006 Stock Plan (the “2006
      Plan”).





The
      2006
      Plan authorized the Board of Directors to grant incentive stock options and
      nonstatutory stock options to employees, directors, and consultants for up
      to
      2,000,000 shares of common stock. In October 2006, the Board of Directors
      approved an additional issuance of 2,000,000 shares. Under the Plan, incentive
      stock options and nonqualified stock options are to be granted at a price that
      is no less than 100% of the fair value of the stock at the date of grant.
      Options will be vested over a period according to the Option Agreement, and
      are
      exercisable for a maximum period of ten years after date of grant. Options
      granted to stockholders who own more than 10% of the outstanding stock of the
      Company at the time of grant must be issued at an exercise price no less than
      110% of the fair value of the stock on the date of grant.




F-17




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


On
      October 24, 2007, the Company’s board of directors approved the Non-Qualified
      Stock Option Plan (the “2007 Plan”). The purposes of the 2007 Plan are to
      attract and retain the best available personnel, to provide additional
      incentives to employees, directors and consultants and to promote the success
      of
      the Company’s business. The 2007 Plan initially provided for a maximum aggregate
      of 3,600,000 shares of the Company’s common stock that may be issued upon the
      exercise of options granted pursuant to the 2007 Plan. On November 1, 2007,
      the
      Company’s board of directors adopted an amendment to the 2007 Plan to increase
      the total number of shares of the Company’s common stock that may be issued
      pursuant to the 2007 Plan from 3,600,000 shares to 4,000,000 shares. On December
      18, 2007, the Company’s board of directors adopted a further amendment to the
      2007 Plan to increase the total number of shares of the Company’s common stock
      that may be issued pursuant to the 2007 Plan from 4,000,000 shares to 5,500,000
      shares.





The
      Company’s board of directors (or any committee composed of members of the
      Company’s board of directors appointed by it to administer the 2007 Plan), has
      the authority to administer and interpret the 2007 Plan. The administrator
      has
      the authority to, among other things, (i) select the employees, consultants
      and
      directors to whom options may be granted, (ii) grant options, (iii) determine
      the number of shares underlying option grants, (iv) approve forms of option
      agreements for use under the 2007 Plan, (v) determine the terms and conditions
      of the options and (vi) subject to certain exceptions, amend the terms of any
      outstanding option granted under the 2007 Plan.





The
      2007
      Plan authorizes grants of nonqualified stock options to eligible employees,
      directors and consultants. The exercise price for an Option shall be determined
      by the administrator. The term of each option under the 2007 Plan shall be
      no
      more than ten years from the date of grant.





The
      2007
      Plan became effective upon its adoption by the Company’s board of directors, and
      will continue in effect for a term of ten years, unless sooner terminated.
      The
      Company’s board of directors may at any time amend, suspend or terminate the
      2007 Plan.





The
      2007
      Plan also contains provisions governing: (i) the treatment of options under
      the
      2007 Plan upon the occurrence of certain corporate transactions (including
      merger, consolidation, sale of all or substantially all the assets of the
      Company, or complete liquidation or dissolution of the Company) and changes
      in
      control of the Company, (ii) transferability of options and (iii) tax
      withholding upon the exercise or vesting of an option.


F-18




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


A
      summary
      of stock option transactions is as follows:





Options
                OutstandingOptions
            
            Number
                of
            
            WeightedAvailable
                for
            
            Options
            
            AverageGrant
            
            Outstanding
            
            Exercise
                PriceBalances
                at January 1, 2006
            
            
            1,386,508
            
            
            613,492
            
            $
            0.06Additional
                shares reserved - 2004 Plan
            
            
            2,588,281
            
            
            —
            
            
            —Options
                exercised - 2004 Plan
            
            
            —
            
            
            (33,640
            )
            
            0.06Options
                canceled - 2004 Plan
            
            
            47,441
            
            
            (47,441
            )
            
            0.06Options
                granted - 2004 Plan
            
            
            (254,454
            )
            
            254,454
            
            
            0.17Decrease
                in shares reserved - 2004 Plan
            
            
            (3,767,776
            )
            
            —
            
            
            —Shares
                originally reserved - 2006 Plan
            
            
            2,000,000
            
            
            —
            
            
            —Additional
                shares reserved - 2006 Plan
            
            
            2,000,000
            
            
            —
            
            
            —Options
                granted - 2006 Plan
            
            
            (2,824,000
            )
            
            2,824,000
            
            
            1.74Balances
                at December 31, 2006
            
            
            1,176,000
            
            
            3,610,865
            
            
            1.38Additional
                shares reserved
            
            
            5,500,000
            
            
            —Options
                granted
            
            
            (6,476,400
            )
            
            6,476,400
            
            
            1.40Option
                exercised
            
            
            —
            
            
            (70,511
            )
            
            0.17Options
                cancelled
            
            
            2,821,984
            
            
            (2,821,984
            )
            
            2.68Balances
                at December 31, 2007
            
            
            3,021,584
            
            
            7,194,770
            
            $
            0.91




F-19




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


The
      following table summarizes information concerning outstanding options as of
      December 31, 2007:





Options
                Outstanding
            
            
            
            Options
                ExercisableWeighted
            
            
            
            
            
            
            
            WeightedNumber
            
            Average
            
            
            
            
            
            Number
            
            AverageOutstanding
            
            Remaining
            
            Weighted
            
            
            
            Exercisable
            
            Remaining
            
            Weightedas
                of
            
            Contractual
            
            Average
            
            Aggregate
            
            as
                of
            
            Contractual
            
            Average
            
            AggregateExercise
            
            December
                31,
            
            Life
            
            Exercise
            
            Intrinsic
            
            December
                31,
            
            Life
            
            Exercise
            
            IntrinsicPrice
            
            2007
            
            (in
                Years)
            
            Price
            
            Value
            
            2007
            
            (in
                Years)
            
            Price
            
            Value$0.06
            
            
            364,300
            
            
            5.43
            
            $
            0.06
            
            
            
            
            
            351,901
            
            
            5.43
            
            $
            0.06$0.23
            
            
            1,500,000
            
            
            8.96
            
            $
            0.23
            
            
            
            
            
            150,000
            
            
            8.96
            
            $
            0.23$0.27
            
            
            400,000
            
            
            8.83
            
            $
            0.27
            
            
            
            
            
            22,222
            
            
            8.83
            
            $
            0.27$0.37
            
            
            2,442,859
            
            
            8.76
            
            $
            0.37
            
            
            
            
            
            491,669
            
            
            8.76
            
            $
            0.37$1.50
            
            
            1,986,111
            
            
            8.20
            
            $
            1.50
            
            
            
            
            
            771,703
            
            
            8.20
            
            $
            1.50$3.08
            
            
            56,500
            
            
            7.96
            
            $
            3.08
            
            
            
            
            
            26,500
            
            
            7.96
            
            $
            3.08$3.65
            
            
            145,000
            
            
            7.87
            
            $
            3.65
            
            
            
            
            
            53,854
            
            
            7.87
            
            $
            3.65$3.78
            
            
            15,000
            
            
            8.38
            
            $
            3.78
            
            
            
            
            
            —
            
            
            
            
            $
            3.78$3.80
            
            
            115,000
            
            
            8.30
            
            $
            3.80
            
            
            
            
            
            —
            
            
            
            
            $
            3.80$5.79
            
            
            170,000
            
            
            8.08
            
            $
            5.79
            
            
            
            
            
            —
            
            
            
            
            $
            5.797,194,770
            
            
            8.43
            
            
            
            
            $
            80,574
            
            
            1,867,849
            
            
            7.88
            
            
            
            
            
            64,842





The
      weighted-average grant date fair value of the options granted during the years
      ended December 31, 2007 and 2006 were $0.81 and $1.05,
      respectively.





At
      December 31, 2007, there was $1,947,794 of total unrecognized compensation
      cost
      related to nonvested share-based compensation arrangements granted under the
      plans. This cost is expected to be recognized over the weighted average period
      of 3.15 years.





During
      2007, the Company accelerated vesting for certain employees who terminated
      their
      employment. As a result, of these modifications the Company recognized
      additional compensation expense of $153,900 for the year ended December 31,
      2007.





The
      Company did not realize any tax benefits from tax deductions of share-based
      payment arrangements during the years ended December, 2007 and 2006.





Stock-based
      compensation expense related to stock options granted to non-employees is
      recognized as earned. At each reporting date, the Company re-values the
      stock-based compensation using the Black-Scholes pricing model. As a result,
      stock-based compensation expense will fluctuate as the estimated fair market
      value of the Company’s common stock fluctuates. The Company recorded stock-based
      compensation expense related to non-employees of $86,216 and $198,865 for the
      years ended December 31, 2007 and 2006, respectively.




F-20




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


A
      summary
      of outstanding Common Stock Warrants as of December 31, 2007 is as
      follows:





Exercise
            
            ExpirationSecurities
                into which warrants are convertible
            
            Shares
            
            Price
            
            DateCommon
                Stock
            
            
            80,510
            
            $
            0.60
            
            
            October
                2008Common
                Stock
            
            
            3,909,375
            
            $
            1.75
            
            
            June
                2013Common
                Stock
            
            
            193,125
            
            $
            1.60
            
            
            June
                2013Common
                Stock
            
            
            3,133,347
            
            $
            1.75
            
            
            October
                2011Common
                Stock
            
            
            115,875
            
            $
            1.75
            
            
            June
                2013Common
                Stock
            
            
            166,667
            
            $
            3.00
            
            
            January
                2012Total
            
            
            7,598,899





In
      October 2004, the Company issued fully vested warrants exercisable into 233,328
      shares of Common Stock, 80,503 shares after the Mergers, to individuals on
      its
      advisory board. The warrants are immediately exercisable into shares of Common
      Stock at a per share price of $0.21, $0.61 after the Mergers, and expire two
      years from the date of issuance if unexercised. In 2004, the Company determined
      the fair market value of the warrants to be approximately zero using the
      following assumptions: fair market value of the Common Stock of $0.20, risk
      free
      interest rate of 4.17%, no dividend yield, expected volatility of 0%, and an
      expected life of two years. The warrants were scheduled to expire in October
      2006. However, in October 2006, the Company extended the expiration date to
      October 2008. In 2006, the Company determined the fair market value of the
      warrants to be approximately $69,233 using the following assumptions: fair
      market value of Common Stock of $1.35, risk free interest rate of 4.75%, no
      dividend yield, expected volatility of 62%, and an expected life of two years.
      The $69,233 was expensed in the year ended December 31, 2006.





In
      October 2006, in accordance with the Mergers, the Company assumed warrants
      exercisable into 4,133,333 shares of Common Stock. The warrants are immediately
      exercisable into shares of Common Stock at a per share price of $1.75 and expire
      five years from the date of issuance if unexercised and are callable by the
      Company under certain circumstances. 2,000,000 of the Investor Warrants were
      exercised for the purchase of 1,000,000 shares of the Company’s Common Stock in
      January 2007.





In
      January 2007, in conjunction with a Strategic Alliance Agreement, the Company
      issued warrants to purchase 500,000 shares of its common stock at an exercise
      price of $3.00 per share to a company. The warrants are exercisable for a period
      of five years. Utilizing the Black-Scholes valuation model and the following
      assumptions: estimated volatility of 62%, a contractual life of two and one-half
      -years, a zero dividend rate, 4.50% risk free interest rate, and the fair value
      of the common stock of $3.70 per share, the Company determined the fair value
      of
      the warrant to be $850,000. In August 2007, the Strategic Alliance Agreement
      was
      modified and the number of warrants was reduced from 500,000 to 166,667.
      Utilizing the Black-Scholes valuation model and the following assumptions:
      estimated volatility of 94%, a contractual life of two and one-half -years,
      a
      zero dividend rate, 4.76% risk free interest rate, and the fair value of the
      common stock of $0.34 per share at date of grant, the Company determined the
      fair value of the warrant to be $7,484. Because this amount is not in excess
      of
      amounts previously expensed, no addition stock-based compensation will be
      recognized.





In
      June
      2007, the Company entered into a purchase agreement (the “Purchase Agreement”)
      pursuant to which they sold the June 2007 Notes in the aggregate principal
      amount of $10,300,000 and the June 2007 warrants to purchase an aggregate of
      3,862,500 shares of Common Stock in a private placement transaction at a per
      share price of $1.75 and expires six years from the date of issuance. In
      addition, the Company issued to the placement agents for the June 2007 Private
      Placement, warrants to purchase an aggregate of 309,000 shares of the Company’s
      Common Stock, 193,125 of which have an exercise price of $1.60 per share and
      115,875 of which have an exercise price of $1.75 per share. These warrants
      are
      exercisable for a period of five years commencing one year after the issuance
      at
      an exercise price of $1.60 per share.




F-21




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


In
      November 2007, the Company issued to an accredited investor warrants to purchase
      46,875 shares of the Company’s Common Stock at a per share price of $1.75 which
      expires in June 2013.





**9.**
            **Income
                Taxes**





The
      provision for income taxes consists of the following for the years ended
      December 31, 2007 and 2006:





**December
                31,**
            
            **December
                31,****2007**
            
            **2006**Currently
                payable (refundable):Federal
            
            $
            —
            
            $
            —State
            
            
            —
            
            
            —Total
                current
            
            
            —
            
            
            —Deferred:Federal
            
            
            —
            
            
            —State
            
            
            —
            
            
            —Total
                deferred
            
            
            —
            
            
            —Provision
                for income taxes
            
            $
            —
            
            $
            —





A
      reconciliation of the provision for income taxes with the expected provision
      for
      income taxes computed by applying the federal statutory income tax rate (34%)
      to
      the net loss before provision for income taxes for the years ended December
      31,
      2007 and 2006 is as follows:




**December
                31,**
            
            **December
                31,****2007**
            
            **2006**Provision
                for income taxes at federal statutory rate
            
            $
            (5,642,436
            )
            $
            (1,806,045
            )Federal
                research tax credits
            
            
            146,576
            
            
            (75,000
            )Expenses
                not deductible
            
            
            259,337
            
            
            211,371Provision
                to return reconciliation
            
            
            (33,014
            )
            
            —Change
                in federal valuation allowance
            
            
            5,269,537
            
            
            1,669,674Provision
                for income taxes
            
            $
            —
            
            $
            —


F-22




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements




As
      of
      December 31, 2007, the Company had approximately $21,427,000 of federal and
      state operating loss carryforwards potentially available to offset future
      taxable income. These net operating loss carryforwards are expected to expire
      as
      follows:




**Year**
            
            
            **Federal**
            
            **State**


2013
            
            $
            —
            
            $
            21,0002014
            
            
            —
            
            
            357,0002015
            
            
            —
            
            
            1,804,0002016
            
            
            —
            
            
            4,918,0002017
            
            
            —
            
            
            14,327,0002023
            
            
            21,000
            
            
            —2024
            
            
            366,000
            
            
            —2025
            
            
            1,793,000
            
            
            —2026
            
            
            4,920,000
            
            
            —2027
            
            
            14,327,000
            
            
            —$
            21,427,000
            
            $
            21,427,000





The
      Tax
      Reform Act of 1986 (the “Act”) provides for a limitation on the annual use of
      net operating loss carryforwards following certain ownership changes (as defined
      in the Act) that could limit the Company’s ability to utilize these
      carryforwards. Prior
      equity financings may significantly limit the Company’s ability to utilize the
      net operating loss carryforwards.




F-23




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements




The
      components of the deferred tax assets as of December 31, 2007 and 2006 are
      as
      follows:




**December
                  31,**
              
              **December
                  31,****2007**
              
              **2006**Deferred
                  tax assets:Net
                  operating losses
              
              $
              8,508,905
              
              $
              2,975,272Depreciation
                  and amortization
              
              
              34,488
              
              
              (1,719
              )Stock-based
                  compensation
              
              
              176,900
              
              
              —Debt
                  discount
              
              
              352,290
              
              
              —Reserves
                  and accruals
              
              
              52,561
              
              
              16,550Research
                  credits
              
              
              —
              
              
              250,258Total
                  deferred tax assets
              
              
              9,125,144
              
              
              3,240,361Valuation
                  allowance
              
              
              (9,125,144
              )
              
              (3,240,361
              )Net
                  deferred tax assets
              
              $
              —
              
              $
              —





Based
      on
      the available objective evidence, management believes it is more likely than
      not
      that the net deferred tax assets will not be fully realizable. Accordingly,
      the
      Company has provided a full valuation allowance against its net deferred tax
      assets.





There
      are
      no prior or current year tax returns under audit by taxing authorities, and
      management is not aware of any impending audits.





The
      Tax
      Reform Act of 1986 limits the use of net operating loss and tax credit
      carryforwards in certain situations where changes occur in the stock ownership
      of a company. In the event the Company has had a change in ownership,
      utilization of the carryforwards could be restricted.


F-24




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


**10.**
            **Related
                Party Transactions**





The
      following is the activity between the Company and a founder and stockholder
      related to amounts due from this individual:




**December
                    31,****2007**Beginning
                    balance
                
                $
                17,216Amounts
                    advanced
                
                
                660Allowance
                    for doubtful account
                
                
                (17,876
                )Due
                    from founder and stockholder
                
                $
                —





The
      following is the activity between the Company and stockholders related to
      non-interest bearing notes receivable:




**December
                  31,****2007**Beginning
                  balance
              
              $
              18,910Notes
                  receivable from stockholders
              
              $
              18,910




F-25


**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements




The
      following is the activity between the Company and a stockholder related to
      amounts due to this individual :




**December
                  31,****2007**Beginning
                  balance
              
              $
              384,793Amounts
                  repaid by the Company
              
              
              (384,793
              )Due
                  to stockholder
              
              $
              —





**11.**
            **Cash
                Flow Information**





Cash
      paid
      during the years ended December 31, 2007and 2006 is as follows:




**December
                  31,**
              
              **December
                  31,****2007**
              
              **2006**Interest
              
              $
              309,000
              
              $
              78,708Income
                  taxes
              
              $
              —
              
              
              —




F-26




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


Supplemental
      disclosure of non-cash investing and financing activities for the years ended
      December 31, 2007 and 2006 is as follows:




**December
                31,**
            
            **December
                31,****2007**
            
            **2006**Repayment
                of Convertible Promissory Notes with Units
            
            $
            —
            
            $
            1,227,650Repayment
                of accrued interest on Convertible Promissory Notes with
                Units
            
            $
            —
            
            $
            67,890Repayment
                of Bridge Notes with Units
            
            $
            —
            
            $
            800,000Repayment
                of accrued interest on Bridge Notes with Units
            
            $
            —
            
            $
            69,463Conversion
                of Series A preferred stock into common stock
            
            $
            —
            
            $
            3,905Reclassification
                of deferred stock-based compensation
            
            $
            —
            
            $
            46,664Issuance
                of notes receivable for common stock
            
            $
            —
            
            $
            1,013Cancellation
                of notes receivable for common stock
            
            $
            —
            
            $
            26,679Issuance
                of warrants with convertible notes
            
            $
            4,924,202
            
            $
            —Issuance
                of warrants to placement agents
            
            $
            374,291
            
            $
            —Issuance
                of common stock for license agreement
            
            $
            200,000
            
            $
            —Issuance
                of warrants to investors
            
            $
            8,616
            
            $
            —


F-27




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements





**12.**
            **Acquisitions**





In
      February 2007, the Company announced that it had entered into a merger
      agreement, pursuant to which Bolt, Inc., a/k/a Bolt Media, Inc., a Delaware
      corporation (“Bolt”), pursuant to which Bolt would merge with and in to a
      wholly-owned subsidiary of the Company. In August 2007, the Company terminated
      the Bolt merger.





During
      the period from February 2007 to September 2007, the Company advanced Bolt
      $1,020,338. The Company only has a secured interest in Bolt’s trade accounts
      receivables of $600,000. As a result, the Company recorded an allowance for
      doubtful accounts of $420,338. In addition, the Company incurred $850,010 of
      direct acquisition costs. The total related acquisition costs of $1,270,348
      for
      the year ended December 31, 2007 have been expensed.





The
      accounts receivable of $600,000 has been repaid.




F-28


**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


**13.**
            **Quarterly
                Financial Data (Unaudited)**





For
                the year ended December 31, 2007First
            
            Second
            
            Third
            
            FourthQuarter
            
            Quarter
            
            Quarter
            
            QuarterRevenues
            
            $
            24,074
            
            $
            31,686
            
            $
            485,812
            
            $
            1,539,610Cost
                of revenues and expenses
            
            
            3,526,008
            
            
            5,836,555
            
            
            3,719,304
            
            
            4,248,148Operating
                loss
            
            
            (3,501,934
            )
            
            (5,804,869
            )
            
            (3,233,492
            )
            
            (2,708,538
            )Other
                income (expense):Interest
                income
            
            
            33,839
            
            
            21,292
            
            
            65,471
            
            
            26,405Miscellaneous
                income
            
            
            954
            
            
            (417
            )
            
            —
            
            
            (1
            )Interest
                expense
            
            
            —
            
            
            (97,067
            )
            
            (612,501
            )
            
            (567,000
            )Total
                other income (expense)
            
            
            34,793
            
            
            (76,192
            )
            
            (547,030
            )
            
            (540,596
            )Net
                loss before provision for income taxes
            
            
            (3,467,141
            )
            
            (5,881,061
            )
            
            (3,780,522
            )
            
            (3,249,134
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (3,467,141
            )
            $
            (5,881,061
            )
            $
            (3,780,522
            )
            $
            (3,249,134
            )Net
                loss per share - basic and diluted
            
            $
            (0.15
            )
            $
            (0.24
            )
            $
            (0.16
            )
            $
            (0.13
            )Shares
                used to compute net loss per share - basic and diluted
            
            
            23,811,698
            
            
            24,129,424
            
            
            24,130,276
            
            
            24,346,947




F-29




**GOFISH
        CORPORATION**
  Notes
        to
        the Consolidated Financial Statements


For
                the year ended December 31, 2006First
            
            Second
            
            Third
            
            FourthQuarter
            
            Quarter
            
            Quarter
            
            QuarterRevenues
            
            $
            4,272
            
            $
            7,484
            
            $
            7,101
            
            $
            6,922Cost
                of revenues and expenses
            
            
            617,359
            
            
            717,441
            
            
            913,402
            
            
            2,923,796Operating
                loss
            
            
            (613,087
            )
            
            (709,957
            )
            
            (906,301
            )
            
            (2,916,874
            )Other
                income (expense):Miscellaneous
                income
            
            
            62
            
            
            —
            
            
            —
            
            
            16,087Interest
                expense
            
            
            (27,815
            )
            
            (30,565
            )
            
            (39,603
            )
            
            (83,843
            )Total
                other income (expense)
            
            
            (27,753
            )
            
            (30,565
            )
            
            (39,603
            )
            
            (67,756
            )Net
                loss before provision for income taxes
            
            
            (640,840
            )
            
            (740,522
            )
            
            (945,904
            )
            
            (2,984,630
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (640,840
            )
            $
            (740,522
            )
            $
            (945,904
            )
            $
            (2,984,630
            )Net
                loss per share - basic and diluted
            
            $
            (0.19
            )
            $
            (0.26
            )
            $
            (0.44
            )
            $
            (0.19
            )Shares
                used to compute net loss per share - basic and diluted
            
            
            3,339,887
            
            
            2,855,579
            
            
            2,174,316
            
            
            16,082,633






F-30


**EXHIBIT
        INDEX**
  **Exhibit
                  No.**
              
              **Description**
              
              **Filed
                  Herewith or Incorporated by Reference**2.1
              
              Agreement
                  and Plan of Merger and Reorganization, dated as of October 27,
                  2006, by
                  and among GoFish Corporation, a Nevada corporation, GF Acquisition
                  Corp.,
                  a California corporation, GoFish Technologies, Inc., a California
                  corporation, ITD Acquisition Corp., a Delaware corporation and
                  Internet
                  Television Distribution Inc., a Delaware corporation.
              
              Incorporated
                  by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).2.2
              
              Agreement
                  and Plan of Merger, dated as of February 11, 2007, by and among
                  GoFish
                  Corporation, BM Acquisition Corp., Inc., Bolt, Inc., a/k/a Bolt
                  Media,
                  Inc. and the Indemnification Representative (schedules
                  omitted).
              
              Incorporated
                  by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
                  dated February 11, 2007 filed with the Securities and Exchange
                  Commission
                  on February 12, 2007 (File No. 333-131651).2.3
              
              First
                  Amendment to Merger Agreement dated as of March 29, 2007 by and
                  among
                  GoFish Corporation, BM Acquisition Corp., Inc., Bolt, Inc. (a/k/a
                  Bolt
                  Media Inc.) and John Davis.
              
              Incorporated
                  by reference to Exhibit 10.25 to Registrant’s Quarterly Report on Form
                  10-QSB dated March 31, 2007 filed with the Securities and Exchange
                  Commission on May 15, 2007 (File No. 333-131651).2.4
              
              Second
                  Amendment to Merger Agreement dated as of May 31, 2007 by and among
                  GoFish
                  Corporation, BM Acquisition Corp., Inc., Bolt, Inc. (a/k/a Bolt
                  Media,
                  Inc.) and John Davis.
              
              Incorporated
                  by reference to Exhibit 2.4 to Registrant’s Registration Statement on Form
                  SB-2 filed with the Securities and Exchange Commission on July
                  11, 2007
                  (File No. 333-142460).2.5
              
              Third
                  Amendment to Merger Agreement, dated as of June 15, 2007, by and
                  among
                  GoFish Corporation, BM Acquisition Corp. Inc., Bolt, Inc. (a/k/a
                  Bolt
                  Media, Inc.) and John Davis.
              
              Incorporated
                  by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
                  dated June 21, 2007 filed with the Securities and Exchange Commission
                  on
                  June 26, 2007 (File No. 333-131651).2.6
              
              Fourth
                  Amendment to Merger Agreement, dated as of June 20, 2007, by and
                  among
                  GoFish Corporation, BM Acquisition Corp. Inc., Bolt, Inc. (a/k/a
                  Bolt
                  Media, Inc.) and John Davis.
              
              Incorporated
                  by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K
                  dated June 21, 2007 filed with the Securities and Exchange Commission
                  on
                  June 26, 2007 (File No. 333-131651).2.7
              
              Fifth
                  Amendment to Merger Agreement, dated as of June 21, 2007, by and
                  among
                  GoFish Corporation, BM Acquisition Corp. Inc., Bolt, Inc. (a/k/a
                  Bolt
                  Media, Inc.) and John Davis.
              
              Incorporated
                  by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K
                  dated June 21, 2007 filed with the Securities and Exchange Commission
                  on
                  June 26, 2007 (File No.
                  333-131651).
 
 2.8
              
              Sixth
                  Amendment to Merger Agreement, dated as of July 12, 2007, by and
                  among
                  GoFish Corporation, BM Acquisition Corp. Inc., Bolt, Inc. (a/k/a
                  Bolt
                  Media, Inc.) and John Davis.
              
              Incorporated
                  by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
                  dated July 12, 2007 filed with the Securities and Exchange Commission
                  on
                  July 13, 2007 (File No.
                  333-131651).
  
  3.1
              
              Articles
                  of Incorporation of GoFish Corporation (f/k/a Unibio Inc.) filed
                  with the
                  Nevada Secretary of State on February 2, 2005.
              
              Incorporated
                  by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form
                  SB-2 filed with the Securities and Exchange Commission on February
                  7, 2006
                  (File No. 333-131651).3.2
              
              Certificate
                  of Amendment of the Articles of Incorporation of GoFish Corporation
                  (f/k/a
                  Unibio Inc.) filed with the Nevada Secretary of State on September
                  14,
                  2006.
              
              Incorporated
                  by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K
                  dated September 14, 2006 filed with the Securities and Exchange
                  Commission
                  on September 22, 2006 (File No. 333-131651).3.3
              
              Bylaws
                  of GoFish Corporation (f/k/a Unibio Inc.).
              
              Incorporated
                  by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form
                  SB-2 filed with the Securities and Exchange Commission on February
                  7, 2006
                  (File No. 333-131651).4.1
              
              Form
                  of Warrant of GoFish Corporation issued in private offering completed
                  October 27, 2006.
              
              Incorporated
                  by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).4.2
              
              Lock-Up
                  Agreement by and between Michael Downing and Tompkins Capital
                  Group.
              
              Incorporated
                  by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).4.3
              
              Lock-Up
                  Agreement by and between Riaz Valani and Tompkins Capital
                  Group.
              
              Incorporated
                  by reference to Exhibit 4.3 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).4.4
              
              Lock-Up
                  Agreement by and between Tabreez Verjee and Tompkins Capital
                  Group.
              
              Incorporated
                  by reference to Exhibit 4.4 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No.
                  333-131651).
  4.5
              
              Purchase
                  Agreement dated as of June 7, 2007 by and among GoFish Corporation
                  and the
                  investors identified on the signature pages thereto.
              
              Incorporated
                  by referenced to Exhibit 4.1 to Registrant’s Current Report on Form 8-K
                  dated June 7, 2007 filed with the Securities and Exchange Commission
                  on
                  June 8, 2007 (File No. 333-131651).4.6
              
              Registration
                  Rights Agreement dated as of June 7, 2007, by and among GoFish
                  Corporation
                  and the investors signatory thereto.
              
              Incorporated
                  by referenced to Exhibit 4.2 to Registrant’s Current Report on Form 8-K
                  dated June 7, 2007 filed with the Securities and Exchange Commission
                  on
                  June 8, 2007 (File No. 333-131651).
  
  4.7
              
              Form
                  of Note issued in June 2007 financing.
              
              Incorporated
                  by referenced to Exhibit 4.3 to Registrant’s Current Report on Form 8-K
                  dated June 7, 2007 filed with the Securities and Exchange Commission
                  on
                  June 8, 2007 (File No. 333-131651).4.8
              
              Form
                  of Warrant issued in June 2007 financing.
              
              Incorporated
                  by referenced to Exhibit 4.4 to Registrant’s Current Report on Form 8-K
                  dated June 7, 2007 filed with the Securities and Exchange Commission
                  on
                  June 8, 2007 (File No. 333-131651).10.1
              
              Escrow
                  Agreement, dated as of October 27, 2006, by and between GoFish
                  Corporation, Michael Downing, Riaz Valani and Gottbetter & Partners,
                  LLP.
              
              Incorporated
                  by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.2
              
              Form
                  of Subscription Agreement, dated as of October 27, 2006, by and
                  between
                  GoFish Corporation and the investors in the private offering completed
                  October 27, 2006.
              
              Incorporated
                  by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.3
              
              Form
                  of Registration Rights Agreement, dated as of October 27, 2006,
                  including
                  the Consent and Acknowledgment thereto, by and between GoFish Corporation
                  and the investors in the private offering completed October 27,
                  2006.
              
              Incorporated
                  by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.4
              
              Split
                  Off Agreement, dated as of October 27, 2006, by and among GoFish
                  Corporation, Dianxiang Wu, Jianhua Xue, GoFish Technologies, Inc.
                  and GF
                  Leaseco, Inc.
              
              Incorporated
                  by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.5
              
              Employment
                  Agreement, dated October 27, 2006, by and between GoFish Corporation
                  and
                  Michael Downing.
              
              Incorporated
                  by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.6
              
              Form
                  of Indemnity Agreement by and between GoFish Corporation and Outside
                  Directors of GoFish Corporation.
              
              Incorporated
                  by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.7
              
              2006
                  Equity Incentive Plan.
              
              Incorporated
                  by reference to Exhibit 10.7 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No.
                  333-131651).
  
  10.8
              
              Form
                  of Incentive Stock Option Agreement by and between GoFish Corporation
                  and
                  participants under the 2006 Equity Incentive Plan.
              
              Incorporated
                  by reference to Exhibit 10.8 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.9
              
              Form
                  of Non-Qualified Stock Option Agreement by and between GoFish Corporation
                  and participants under the 2006 Equity Incentive Plan.
              
              Incorporated
                  by reference to Exhibit 10.9 to Registrant’s Current Report on Form 8-K
                  dated October 27, 2006 filed with the Securities and Exchange Commission
                  on October 31, 2006 (File No. 333-131651).10.10
              
              Employment
                  Agreement dated as of October 30, 2006 by and between GoFish Corporation
                  and Greg Schroeder.
              
              Incorporated
                  by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
                  dated October 30, 2006 filed with the Securities and Exchange Commission
                  on November 3, 2006 (File No. 333-131651).10.11
              
              Employment
                  Agreement dated as of October 30, 2006 by and between GoFish Corporation
                  and Lennox L. Vernon.
              
              Incorporated
                  by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K
                  dated October 30, 2006 filed with the Securities and Exchange Commission
                  on November 3, 2006 (File No. 333-131651).10.12
              
              Strategic
                  Alliance Agreement between GoFish Corporation and Kaleidoscope
                  Sports and
                  Entertainment LLC entered into December 22, 2006
              
              Incorporated
                  by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
                  dated December 22, 2006 filed with the Securities and Exchange
                  Commission
                  on December 28, 2006 (File No. 333-131651).10.13
              
              Form
                  of Base Warrant issued to designees of Kaleidoscope Sports and
                  Entertainment LLC as of January 1, 2007
              
              Incorporated
                  by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K
                  dated December 22, 2006 filed with the Securities and Exchange
                  Commission
                  on December 28, 2006 (File No. 333-131651).10.14
              
              Form
                  of Escrow Agreement, to be dated as of the Closing Date, among
                  GoFish
                  Corporation, US Bank and Trust Company NA and the Indemnification
                  Representative
              
              Incorporated
                  by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K
                  dated February 11, 2007 filed with the Securities and Exchange
                  Commission
                  on February 12, 2007 (File No. 333-131651).10.15
              
              Form
                  of Lock-Up Agreement, to be dated the Closing Date, between GoFish
                  Corporation and the Persons to whom GoFish Common Stock Will Be
                  Issued in
                  the Merger
              
              Incorporated
                  by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K
                  dated February 11, 2007 filed with the Securities and Exchange
                  Commission
                  on February 12, 2007 (File No. 333-131651).10.16
              
              Form
                  of Registration Rights Agreement, to be dated as of the Closing
                  Date,
                  between GoFish Corporation and the Persons to whom GoFish Common
                  Stock
                  Will Be Issued in the Merger
              
              Incorporated
                  by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K
                  dated February 11, 2007 filed with the Securities and Exchange
                  Commission
                  on February 12, 2007 (File No.
                  333-131651).
  
  10.17
              
              Form
                  of Employment Agreement, to be dated as of the Closing Date, between
                  GoFish Corporation (or alternatively, the Surviving Corporation)
                  and
                  Certain of the Managing Shareholders (certain individualized terms
                  omitted)
              
              Incorporated
                  by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K
                  dated February 11, 2007 filed with the Securities and Exchange
                  Commission
                  on February 12, 2007 (File No. 333-131651).10.18
              
              Stockholders
                  Support Agreement, dated as of February 11, 2007, among GoFish
                  Corporation
                  and Aaron Cohen, Jason Gould and Lou Kerner
              
              Incorporated
                  by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K
                  dated February 11, 2007 filed with the Securities and Exchange
                  Commission
                  on February 12, 2007 (File No. 333-131651).10.19
              
              Form
                  of Escrow Agreement, to be dated as of February 11, 2007, by and
                  among
                  GoFish Corporation, Bolt, Inc., a/k/a Bolt Media, Inc. and US Bank
                  and
                  Trust Company NA as Escrow Agent
              
              Incorporated
                  by reference to Exhibit 10.7 to Registrant’s Current Report on Form 8-K
                  dated February 11, 2007 filed with the Securities and Exchange
                  Commission
                  on February 12, 2007 (File No. 333-131651).10.20
              
              Employment
                  Agreement between Tabreez Verjee and GoFish Corporation dated as
                  of
                  February 26, 2007.
              
              Incorporated
                  by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
                  dated February 26, 2007 filed with the Securities and Exchange
                  Commission
                  on March 2, 2007 (File No. 333-131651).10.21
              
              Amendment
                  to Employment Agreement between Michael Downing and GoFish Corporation
                  dated February 26, 2007.
              
              Incorporated
                  by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K
                  dated February 26, 2007 filed with the Securities and Exchange
                  Commission
                  on March 2, 2007 (File No. 333-131651).10.22
              
              First
                  Amendment to Strategic Alliance Agreement, dated as of June 29,
                  2007, by
                  and between GoFish Technologies, Inc., GoFish Corporation and
                  Kaleidoscope, Inc. (acting through its wholly-owned subsidiary,
                  Kaleidoscope Sports and Entertainment LLC).
              
              Incorporated
                  by reference to Exhibit 10.22 to Registrant’s Amendment No. 1 to
                  Registration Statement on Form SB-2 filed with the Securities and
                  Exchange
                  Commission on July 11, 2007 (File No. 333-142460).10.23
              
              Second
                  Amendment to Strategic Alliance Agreement, dated as of July 31,
                  2007, by
                  and between GoFish Technologies, Inc., GoFish Corporation and
                  Kaleidoscope, Inc. (acting through its wholly-owned subsidiary,
                  Kaleidoscope Sports and Entertainment LLC).
              
              Incorporated
                  by reference to Exhibit 10.23 to Registrant’s Registration Statement on
                  Form SB-2 filed with the Securities and Exchange Commission on
                  August 13,
                  2007 (File No. 333-145406).10.24
              
              Amended
                  and Restated Strategic Alliance Agreement, dated as of August 10,
                  2007, by
                  and between GoFish Technologies, Inc., GoFish Corporation and
                  Kaleidoscope, Inc. (acting through its wholly-owned subsidiary,
                  Kaleidoscope Sports and Entertainment LLC).
              
              Incorporated
                  by reference to Exhibit 10.24 to Registrant’s Registration Statement on
                  Form SB-2 filed with the Securities and Exchange Commission on
                  August 13,
                  2007 (File No. 333-145406).
  
  10.25
              
              Amendment
                  to Employment Agreement dated as of July 11, 2007 between Greg
                  Schroeder
                  and GoFish Corporation.
              
              Incorporated
                  by reference to Exhibit 10.25 to Registrant’s Amendment No. 2 to
                  Registration Statement on Form SB-2 filed with the Securities and
                  Exchange
                  Commission on August 24, 2007 (File No. 333-142460).10.26
              
              Separation
                  Agreement and General Release, effective as of April 1, 2007, between
                  GoFish Corporation and Riaz Valani.
              
              Incorporated
                  by reference to Exhibit 10.26 to Registrant’s Amendment No. 1 to
                  Registration Statement on Form SB-2 filed with the Securities and
                  Exchange
                  Commission on August 31, 2007 (File No. 333-145406).10.27
              
              Stock
                  Option Cancellation Agreement, effective as of June 30, 2007, between
                  GoFish Corporation and Riaz Valani.
              
              Incorporated
                  by reference to Exhibit 10.27 to Registrant’s Amendment No. 1 to
                  Registration Statement on Form SB-2 filed with the Securities and
                  Exchange
                  Commission on August 31, 2007 (File No. 333-145406).10.28
              
              Stock
                  Option Cancellation Agreement, effective as of June 30, 2007, between
                  GoFish Corporation and Tabreez Verjee.
              
              Incorporated
                  by reference to Exhibit 10.28 to Registrant’s Amendment No. 1 to
                  Registration Statement on Form SB-2 filed with the Securities and
                  Exchange
                  Commission on August 31, 2007 (File No. 333-145406).10.29
              
              GoFish
                  Corporation 2007 Non-Qualified Stock Option Plan (as amended through
                  February 5, 2008)
              
              Filed
                  herewith.10.30*
              
              Advertising
                  Representation Agreement, dated as of December 10, 2007, between
                  MiniClip
                  and GoFish Corporation.
              
              Filed
                  herewith.10.31
              
              Stock
                  and Warrant Issuance Agreement, dated as of December 10, 2007,
                  between
                  MiniClip Limited and GoFish Corporation.
              
              Filed
                  herewith.10.32
              
              Stock
                  Issuance and Participation Rights Agreement, dated as of December
                  12,
                  2007, between MTV Networks, a division of Viacom International
                  Inc. and
                  GoFish Corporation.
              
              Filed
                  herewith.10.33
              
              Consulting
                  Agreement, dated as of December 18, 2007, between GoFish Corporation
                  and
                  James Moloshok.
              
              Filed
                  herewith.21.1
              
              Subsidiaries
                  of GoFish Corporation.
              
              Incorporated
                  by reference to Exhibit 21.1 to Registrant’s Amendment No. 2 to
                  Registration Statement on Form SB-2 filed with the Securities and
                  Exchange
                  Commission on August 24, 2007 (File No.
                  333-142460).
  
  23.1
              
              Consent
                  of Rowbotham and Company LLP
              
              Filed
                  herewith.24.1
              
              Power
                  of Attorney (included on signature page)
              
              Filed
                  herewith.31.1
              
              Certification
                  of the Principal Executive Officer pursuant to Rules 13a-14(a)
                  and
                  15d-14(a).
              
              Filed
                  herewith.31.2
              
              Certification
                  of the Principal Financial Officer pursuant to Rules 13a-14(a)
                  and
                  15d-14(a).
              
              Filed
                  herewith.32.1
              
              Certification
                  of the Principal Executive Officer pursuant to 18 U.S.C. Section
                  1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
              
              Filed
                  herewith.32.2
              
              Certification
                  of the Principal Financial Officer pursuant to 18 U.S.C. Section
                  1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
              
              Filed
                  herewith.
  
 *
              
              Confidential
                  treatment requested for certain portions of this exhibit, which
                  portions
                  are omitted and filed separately with the Securities and Exchange
                  Commission.