**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, 2006**





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.)**500
                  Third Street, Suite 260****San
                  Francisco, California**
              
              **94107**(Address
                  of principal executive offices)
              
              (Zip
                  Code)


**(415)
      738-8705**


(Issuer’s
      telephone number, including area code)





Securities
      Registered Pursuant to Section 12(b) of the Act: None.





Securities
      Registered Pursuant to Section 12(g) of the 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, 2006 were $25,779.





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 on April
      12,
      2007, was approximately $76,891,000. 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, as
      of April 12, 2007 was 24,130,285 shares.





Documents
      incorporated by reference: None.





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











**TABLE
      OF CONTENTS**





CAUTIONARY
                NOTE REGARDING FORWARD LOOKING STATEMENTS
            
            1**PART
                I**ITEM
                1.
            
            DESCRIPTION
                OF BUSINESS
            
            1ITEM
                2.
            
            DESCRIPTION
                OF PROPERTY
            
            31ITEM
                3.
            
            LEGAL
                PROCEEDINGS
            
            32ITEM
                4.
            
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            32**PART
                II**ITEM
                5.
            
            MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER
                PURCHASE OF EQUITY SECURITIES
            
            32ITEM
                6.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS
            
            35ITEM
                7.
            
            FINANCIAL
                STATEMENTS
            
            42ITEM
                8.
            
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            
            42ITEM
                8A.
            
            CONTROLS
                AND PROCEDURES
            
            42ITEM
                8B.
            
            OTHER
                INFORMATION
            
            43**PART
                III**ITEM
                9.
            
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(a)
                OF THE EXCHANGE ACT
            
            43ITEM
                10.
            
            EXECUTIVE
                COMPENSATION
            
            46ITEM
                11.
            
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            
            47ITEM
                12
            
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE
            
            48ITEM
                13
            
            EXHIBITS
            
            50ITEM
                14
            
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            
            50SIGNATURES
            
            S-1EXHIBIT
                INDEX
            
            S-2FINANCIAL
                STATEMENTS
            
            F-1




i


**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      Annual Report on Form 10-KSB contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E
      of
      the Securities Exchange Act of 1934, as amended, and the Private Securities
      Litigation Reform Act of 1995. This Annual Report includes statements regarding
      our plans, goals, strategies, intent, 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. Sentences in this document containing verbs such as “believe,”
“plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like,
      and/or future-tense or conditional constructions (“will,” “may,” “could,”
“should,” etc.) constitute forward-looking statements that involve risks and
      uncertainties. 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 management, such statements can only be based on facts and
      factors currently known by management. Consequently, forward-looking statements
      are inherently subject to risks and uncertainties, and actual results and
      outcomes may differ materially from the results and outcomes discussed in,
      or
      anticipated by, the forward-looking statements. Readers are urged not to place
      undue reliance on these forward-looking statements, which speak only as of
      the
      date of this Annual Report. We undertake no obligation to revise or update
      any
      forward-looking statements in order to reflect any event or circumstance that
      may arise after the date of this Annual Report, other than as may be required
      by
      applicable law or regulation. Readers are urged to carefully review and consider
      the various disclosures made by us in the publicly available documents that
      we
      have filed with filed with the Securities and Exchange Commission (the
“SEC”).




**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**Company
      Overview**





GoFish
      Corporation (the “company,” “GoFish,” “we,” or “our”) is a rapidly growing
      company in the emerging online video marketplace. On our website at
      http://www.gofish.com, we operate an Internet Video Network (“the GoFish
      Network”) that showcases original, Made-for-Internet (“MFI”) programming
      developed by both amateur and professional video producers. Our expanding
      distribution network provides a platform for advertisers and talented content
      creators to reach our community of online video consumers. The first publicly
      traded consumer facing company in the sector, GoFish is a destination on the
      Web
      where millions of people come from around the world to watch, create, upload
      and
      share online video entertainment.





We
      are
      principally devoted to operating an Internet Video Network that allows users
      to
      participate in the viewing and production of short-form video content
      (“online video” or “Internet video”). GoFish has successfully built technology
      and a series of online applications to address one of the fastest growing
      consumer trends in society today. The distribution and consumption of video
      programming over the Internet in both the United States and worldwide has
      increased dramatically during the past 36 months, and we believe that GoFish
      has
      been both a beneficiary of and a contributor to that growth. According to a
      recent study by Ipsos Insight, by the end of 2006, 58% of Americans age 12
      or
      older with Internet access (approximately 100 million people) had streamed
      some
      form of video content online. Up to this point, the majority of this streaming
      video content has been from user-generated video sites - an estimated 60% of
      all
      Internet video traffic in 2006 (according to HitWise). We have operated the
      GoFish website since spring 2005, and users of our site have streamed tens
      of
      millions of videos since our inception.





We
      believe we are an innovative leader in the online video market. Our network
      provides a platform for amateur and professional video producers to reach a
      vast
      audience, build a fan base, and monetize their content. The uniqueness of our
      platform resides in the type and quality of original content we feature to
      our
      user community, and the opportunities we provide to individual online video
      producers to allow their products to be showcased and promoted through our
      Network.




1




Our
      emphasis is on the development of a wide variety of original, Made-for-Internet
      programming that incorporates elements of both professionally produced and
      user-generated content, which we believe will generate revenues from multiple
      forms of online advertising. This offers consumers a more immersive and
      open-ended form of entertainment that will attract high-quality video producers,
      while fulfilling the tangible requirements of major advertisers and sponsors
      who
      are actively re-allocating greater percentages of their ad budgets to online
      video.





Our
      principal offices are currently located at 500 Third Street, Suite 260, San
      Francisco, California 94107, and our telephone number is (415) 738-8706. Our
      website address is http://www.gofish.com .





**Our
      Strategy**





We
      are
      witnessing a transformation of the Internet as a form of media, evolving from
      a
      two-dimensional, text-based interface to one that is heavily populated by
      videos, pictures, graphics, and forms of interactive entertainment.
      Technological improvements continue to facilitate Internet usage by a growing
      percentage of the general population, and online video has emerged as a key
      form
      of communication, entertainment, and interactivity. We believe that the
      Internet’s open infrastructure and its functionality as a social network are
      enabling online video to gradually bring about the democratization of media.
      As
      an open distribution platform, the Internet has disrupted the traditional
      relationships between content creators and consumers. Instead of television
      networks or film studios acting as arbiters of content dissemination, the
      Internet has delivered real disintermediation and enabled content creators
      to
      interface directly with consumers on a massive scale. As a result, we believe
      traditional media has lost its exclusive capability to control or dictate public
      tastes and to be the sole supplier of successful entertainment franchises to
      consumers.





Our
      strategy is to develop an Internet Video Network that creates original,
      Made-for-Internet programming. This new form of video entertainment will
      capitalize on the unique tenets of the Internet as an interactive media, and
      will enable us to create premium video ad inventory that we believe will be
      in
      high demand from advertisers looking to tap the online video market. According
      to industry studies, the online video market is capturing less than 1% of the
      $70 billion in ad dollars spent on the television industry. As the consumption
      of video through the Internet continues to escalate, we believe an accompanying
      shift in ad dollars will occur. Because of the interactive qualities of our
      MFI
      product, we believe we can provide advertisers with a premium form of
      sponsorship that integrates the depth of user engagement inherent to the
      programming and the targeting functionality made possible through the medium.
      We
      believe our Network’s MFI programming can be monetized at a much higher rate
      than traditional graphical and text based advertising on other UGV
      sites.





As
      discussed further below, the three fundamental value drivers that we believe
      to
      be essential
      to our strategy are as follows:





·
            MFI
                programming;





·
            expansion
                of the GoFish Network; and





·
            effective
                monetization.





***MFI
      Programming***





User-generated
      video content has become a widespread cultural phenomenon from the standpoint
      of
      consumer behavior. User-generated refers to videos that are produced or
      influenced by users as opposed to traditional content creators. The challenge
      with user-generated video is that it does not address the fundamental needs
      of
      major advertisers and sponsors who require editorial relevance, the ability
      to
      plan campaigns months in advance, a guaranteed number of advertising
      impressions, safety and protection of brand affiliation with inappropriate
      or
      copyrighted content, and the ability to track return on investment as they
      deploy advertising dollars across this new and fast growing sector.




2




Our
      unique solution is to facilitate the creation of a form of online video
      programming that simultaneously engages the consumer base while addressing
      the
      fundamental requirements of advertisers and sponsors. This is done by producing
      video programming that creates the context and construct for a show that
      inspires both the participation of amateur creators and
      the involvement of the consumer audience. This enables us as the
      programming directors to harness the energy of our user community while
      simultaneously producing the show in a manner that generates premium advertising
      inventory. We have dubbed this form of online video MFI, or “Made-for-Internet”
programming. We believe that MFI has the potential to be monetized at a
      significantly higher rate than general user-generated video and therefore
      represents a significant business opportunity.





Integral
      to the characteristics of MFI are its immersive and highly interactive
      components that foster deep community interrelationships and viral marketing
      of
      the video content. To facilitate the design, development and deployment of
      MFI
      programming, we operate a division within GoFish that is responsible for
      identifying, recruiting, and managing key partnerships with individuals or
      groups that have a proven track record of consistently producing video content
      that meets these requirements. We seek to collaborate, cultivate and promote
      the
      more avid and talented video producers on GoFish, and have witnessed a number
      of
      content creators who, through our site, have exhibited extraordinary passion
      and
      determination in creating their own original programs.  We are in the
      business of helping these talented creators rise above the noise level of the
      average user-generated content creator, and assisting them in building an
      audience, promoting their videos, and monetizing their products by pairing
      them
      with sponsors. Through these sponsorships, we are able to address the needs
      of
      major advertisers and brands that require editorial relevance, the ability
      to plan and execute campaigns, and the ability to track return on investment.





To
      date,
      we have successfully launched a number of MFI programs including:





·
            *America’s
                Dream Date*TM
-
                Similar to a reality television program,*America’s
                Dream Date*TM**encouraged
                users to create and upload videos as part of a dating competition
                to win a
                trip to Paris.  Participants submitted short, creative video entries
                pitching themselves to viewers of the show. Over 5 million videos
                were
                watched over an eight-week period, and the audience was encouraged
                to vote
                for, collaborate with, share opinions on and track their favorite
                contenders and ultimately decide which male and female contestants
                would
                become the Dream Date couple. More than 400 users entered the
                contest and the show, plus some of its higher-profile contestants,
                were
                featured on Fox’s Reality Remix television program and were covered by a
                number of national print publications, including the*Wall
                Street Journal*.





·
            *Artist
                Voices*-
                This program was designed to profile the lives and lifestyles of
                top
                musical talents, while providing a forum for major artists to directly
                connect with their fan base through a unique and interactive experience.
                When it launched in early December 2006,*Artist
                Voices*gave fans a behind-the-scenes look at*American
                Idol*-winner,
                Taylor Hicks, and encouraged users to submit questions or comments
                through
                video uploads to GoFish which were then viewed by the artist, and
                in some
                cases prompted a response. As part of the programming initiative,
                GoFish
                partnered with The Firm, an innovative Hollywood management company,
                and
                Mandalay Alliance Entertainment, a division of Mandalay Entertainment
                Group.





We
      are
      seeing a maturation of the online video medium, and numerous opportunities
      are
      being created for aspiring video producers to become successful through online
      video. Through the GoFish Network, these content creators now have the tools,
      resources and market momentum to build significant entertainment franchises
      that
      have the ability to develop their own following and generate very real and
      tangible revenues. We believe our experience, access to creative talent, scale
      of operations, and technology enable us to launch multiple high-quality MFI
      programs per year. We are currently in development of a slate of different
      programs that we intend to distribute on the GoFish Network throughout
      2007. Our ability to continue to produce these programs every quarter is
      contingent upon our capacity for identifying and leverage relationships within
      the professional and amateur creative communities. In addition to online video
      producers, these include recognized and successful writers, directors,
      producers, and other personnel from the traditional television and film
      industries, as well as celebrities and talent from industries that are pertinent
      to the type of MFI programs we intend to create. These programs span multiple
      categories of entertainment, potentially including action, animation, celebrity,
      comedy, fashion, fitness, gossip, modeling, music, news, politics, recreation,
      and sports, among others.




3


***Expansion
        of the GoFish Network***
 
 *Owned
        properties* - Today,
        the GoFish Network solely comprises our website at http:// www.gofish.com .
        If we
        complete the acquisition of Bolt, which is anticipated to occur in May 2007,
        additional sites such as Bolt.com and GameRevolution.com will be added to
        our
        network. The GoFish website, together with other sites we may operate in
        the
        future, acts as the anchor site from which compelling MFI content can be
        launched, promoted and most effectively monetized, providing advertisers
        with a
        direct, real-time view of their campaigns’ performance and return on investment.
        The advantages of operating multiple “owned destinations” across the network is
        that GoFish has the ability to aggressively promote programming, test MFI
        concepts in a controlled manner, and most importantly, expand our viewer
        base.
        This enables us to position advertisers or sponsors around specific
        entertainment franchises that match the profile of the advertising client,
        and
        which we believe to have maximum promise and potential in terms of audience
        exposure and interaction. In addition to the direct monetary benefit of a
        significant audience across our owned properties, the value of a direct
        relationship with millions of viewers enables us to cultivate additional
        MFI
        properties that are relevant to our user community, thereby increasing the
        potential success of these programs.
 
 *Syndication* - In an
        effort to develop the largest and most expansive internet video network in
        terms
        of viewers and to attract major advertising and sponsorship dollars, a key
        part
        of the GoFish strategy includes the syndication of MFI programming on multiple
        websites across the Internet. By leveraging the GoFish technology platform
        to
        enable other websites to run our original, MFI programming, we broaden the
        distribution and effective monetization potential of the programs. Syndication
        through other websites has the potential to increase the audience and brand
        awareness around specific MFI franchises. This approach to syndication relies
        on
        our ability to successfully recruit individual websites or networks to offer
        MFI
        programming to their audiences using the GoFish technology platform. As a
        syndication partner, website owners are provided economic participation in
        the
        form of shared advertising or sponsorship revenue that is generated from
        our
        video content. Our advertisers and sponsors receive the benefit of being
        able to
        allocate budgets to campaigns that reach substantially larger
        audiences.





***Effective
      Monetization***





Critical
      to our strategy of establishing the leading Internet Video Network is the
      ability to effectively monetize online video consumption. We expect the
      convergence of traditional video and newer forms of user-generated content
      will
      create significant opportunities for advertisers to develop integrated and
      targeted online marketing approaches, thereby facilitating the monetization
      of
      online video programming. As advertisers and brands begin to divert an
      increasing amount of ad dollars towards Internet video, our goal is to present
      the most lucrative value proposition through the integrated, rich media approach
      offered through our MFI programming, and attract high caliber advertisers to
      our
      Network. We offer a comprehensive solution for advertising across our Network
      including standard forms of graphical and text-based Internet advertising,
      in-stream video ad placement, as well as integrated and branded sponsorships
      that are specific to our original, MFI programming. The average cost per
      thousand impression (“CPM’s”) for graphical ads (such as banners) on online
      video sites are significantly higher than other Internet websites, whereas
      in-stream video advertising is almost 10 times the rate of graphical ads.




4




In
      our
      effort to secure these sponsorships and continue to drive revenues across our
      Network, we intend to scale our direct sales infrastructure through a number
      of
      different means, including acquisition, partnerships, and internal development.
      If we close our planned acquisition of Bolt Media as discussed below, we expect
      to add Bolt’s owned sites, as well as its platform of syndicated sites to the
      GoFish Network, creating a substantially larger audience for our MFI programs
      and affiliated advertisers. In addition, Bolt has a seasoned team of eight
      people in advertising sales and operations who have been selling successfully
      to
      Fortune 500 companies and count as advertising clients brands such as Coca-Cola,
      Proctor & Gamble, Verizon Wireless, T-Mobile, Cingular, Nike, Sony, Disney,
      and Fox. GoFish also is establishing key partnerships such as the one with
      Kaleidoscope Sports and Entertainment LLC, a unit of the Interpublic Group
      of
      Companies, a major advertising conglomerate. This partnership provides GoFish
      with unique access to leading brands and advertisers in the United States and
      a
      highly effective means of marketing our integrated sponsorships.





**Our
      History**





GoFish
      commenced operations as a multimedia search service, delivering targeted results
      for Internet searches conducted on digital media content from the entertainment
      and media sectors. GoFish was originally incorporated in California in May
      2003
      under the name GoFish Technologies, Inc. (“GoFish Technologies”). During the
      third quarter of 2005, due to the increasing popularity of user-generated video
      and the opportunities for targeted, value-added advertising, we refined the
      focus of our business to our current model of aggregating original short-form
      and user-generated video.





In
      October 2006, GF Acquisition Corp. (“GF Acquisition Corp.”), a wholly-owned
      subsidiary of Unibio Inc. (“Unibio”), merged with and into GoFish Technologies.
      Unibio acquired the business of GoFish Technologies pursuant to the merger
      and
      continued the existing business operations of GoFish Technologies as a
      publicly-traded company. Also on the same date, Unibio announced that 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 transactions are referred
      to herein as the “merger”). A s
      a
      result of the merger, GoFish Technologies and ITD are wholly-owned subsidiaries
      of Unibio. At the same time, GoFish
      split-off its wholly-owned subsidiary, GF Leaseco, Inc. through the sale of
      all
      of the outstanding capital stock of GF Leaseco.





Effective
      September 14, 2006, Unibio changed its name to GoFish Corporation (“GoFish”). We
      have subsequently transformed the company into an Internet Video Network
      specializing in the development and cultivation of original, made-for-Internet
      video programming for scaled distribution across multiple Web
      platforms.





**Anticipated
      Acquisition of Bolt**




On
      February 12, 2007, we announced that we had entered into a merger agreement,
      pursuant to which Bolt, Inc. (a/k/a Bolt Media, Inc.) would merge with and
      into
      a wholly-owned subsidiary of GoFish. The merger consideration will be GoFish’s
      common stock and was valued at up to $30 million at the time the definitive
      agreement was signed. The Bolt merger is expected to close in May 2007. The
      combined company will develop an online video network for the creation,
      distribution and monetization of made-for-Internet programming that is ideally
      suited for advertisers targeting the 18-34 year-old demographic.





We
      expect
      that the acquisition will enable GoFish to distribute its original short form
      programs through Bolt’s online properties, including Bolt.com, a popular
      youth-oriented website focused on enabling people to interact and express
      themselves in unique ways through user-generated media including video, photos
      and personal blogs. Bolt counts Coca-Cola, Proctor & Gamble, Verizon
      Wireless, T-Mobile, Cingular, Nike, Sony, Disney, and Fox and various other
      Fortune 500 companies among its repeat advertisers.  The
      combination will create the largest independent online video company on the
      Web
      based on U.S. unique visitors with roughly 7 million monthly unique visitors
      in
      the U.S., according to Comscore Media Metrix, and roughly 14 million globally.
      Bolt provides us with the ability to acquire a large, creative audience to
      interact and participate in our original programming, as well as a sales
      organization to package these shows for premium advertisers. We expect Bolt
      to
      be an important part of the Company’s growth plans.




5




The
      boards of directors of both companies have approved the transaction, but the
      closing of the transaction is subject to approval by Bolt’s stockholders and
      certain additional closing conditions. See “Risk Factors” below in Item 1 of
      this Annual Report on Form 10-KSB for risks associated with our proposed
      transaction with Bolt.





**Strategic
      Alliance with Kaleidoscope**





On
      December 22, 2006, GoFish announced that it entered into a Strategic Alliance
      Agreement (the “Strategic Alliance Agreement”) with Kaleidoscope Sports and
      Entertainment LLC (“KSE”), a unit of the Interpublic Group of Companies, Inc.
      Pursuant to the Strategic Alliance Agreement, KSE assists GoFish by identifying
      sales prospects, developing syndication opportunities, developing an award
      show
      for televised broadcast, promoting and enhancing www.gofish.com and identifying
      and achieving acquisition opportunities and other strategic initiatives.





We
      believe that the strategic alliance provides GoFish with the ability to enhance
      its sales capabilities for Made-for-Internet properties such as *America’s
      Dream Date* TM
and *Artist’s
      Voices* ,
      as well
      as access to senior media buyers within one of the world’s largest advertising
      conglomerates. The strategic alliance will allow GoFish to leverage
      Kaleidoscope’s advertising and sponsorship sales capabilities, increasing
      GoFish’s exposure to advertisers and elevating GoFish’s profile as one of the
      largest and fastest-growing user-generated video sites on the Internet.
      Kaleidoscope is an influential marketing agency and innovator in connecting
      the
      advertising world with new media properties.





As
      compensation during the term of the Strategic Alliance Agreement, KSE receives
      cash payments of $18,000 per month and cash commissions on sales and finder’s
      fees for strategic acquisitions. KSE’s designees also received stock purchase
      warrants, upon commencement of the term and may be eligible to receive
      additional warrants upon KSE’s achievement of certain performance
      milestones.




**Industry
      Background**





The
      Internet is trending towards becoming the primary media distribution platform
      for consumers seeking to watch video. Numerous research studies released over
      the past several months indicate that online video was one of the fastest
      growing sectors on the Internet. ABI Research estimated that the worldwide
      broadband Internet market will reach a total market size of $16 billion by
      2010;
      Accustream predicts that the number of videostreams viewed on the Internet
      grew
      by 32% in 2006 to over 23 billion streams; and Jupiter Research estimates that
      adults are now spending as much time on the Internet as watching television,
      and
      young adults (ages 18-24) spend eight hours per week watching television,
      compared with ten hours per week online. Within the Internet video marketplace,
      the convergence or simultaneous occurrence of several trends appears to be
      driving the growth of the sector:




·
            increased
                broadband penetration;





·
            rapid
                growth of online video consumption;
                and





·
            internet
                video advertising





***Increased
      Broadband Penetration***




Broadband
      connectivity enables Internet users to consume content and entertainment on
      the
      Internet with an experience that approaches television or digital video disc
      (“DVD”). As a result, during the past several years telephone companies, cable
      companies and other service providers have made broadband available to
      increasing numbers of consumers. According to In-Stat, there were somewhat
      fewer
      that 200 million broadband subscribers worldwide in 2005, increasing to
      approximately 230 million in 2006, with a forecast to exceed 400 million
      subscribers in 2010. Broadband makes possible the commercial distribution of
      a
      wide range of rich-media experiences, including video-on-demand, video uploading
      and downloading, and video streaming.




6




***Rapid
      Growth of Online Video Consumption***




Growth
      in
      Internet usage generally has been driven by the appearance of an application
      or
      functionality that gains quick acceptance across broad ranges of
      Internet-connected households. The application may not be commercial at the
      outset, but commercial versions quickly arise, leading to significant
      opportunities for generating revenues or profits. Attracted by the proliferation
      of high-quality Internet video available through broadband distribution, viewers
      have changed their habits and are becoming increasingly dependent on the
      Internet for content and entertainment. According to a recent survey by comScore
      Media Matrix Online Video Ratings, approximately 100 million Americans have
      viewed streaming videos online. Currently, in excess of 7 billion videos are
      streamed to viewers each month according to HitWise and comScore.





Across
      today’s online video landscape there are many models and market approaches that
      are taking shape, and a multitude of companies rapidly working to take advantage
      of these different market approaches. We have identified three that we regard
      as
      the most distinct segments of online video entertainment:





·
            ***Commercial
                Content Re-Purposing***-
                Many companies in the online video sector are pursuing models for
                the
                re-purposing and distribution of commercially available TV and film
                content. These models typically rely on the licensing and digital
                rights
                management (“DRM”)-based distribution (either streaming or downloadable)
                of typically television or film assets. This market is characterized
                by
                transaction, pay-per-download, or subscription type business models.
                Companies focusing on this part of the market include Apple iTunes,
                BrightCove, CinemaNow, Joost, MSN, Yahoo, MovieLink as well as a
                number of
                media corporations, including News Corp., NBC Universal, ABC television
                and Viacom. These companies focus less on the user-generated phenomenon
                and more on the future potential of commercially available repurposed
                content. While the growth in online video to date has been dominated
                by
                the adoption and popularity of user-generated video, these companies
                are
                focused on delivering commercial video content through the
                Internet.





·
            ***User-Generated
                Video Aggregation***-
                During the past 24 months, user-generated video (“UGV”) has become a
                widely used Internet-based phenomenon, based on the creative nature
                of the
                content and the ease of uploading and publishing. According to HitWise,
                an
                online competitive intelligence service, UGV websites in 2006 account
                for
                in excess of 60% of Internet video traffic, more than three times
                commercial video traffic. In 2005, there were approximately one million
                unique viewers of UGV each month in the United States, while a year
                later
                over 50 million unique viewers per month accessed UGV sites to view
                their video content, according to HitWise. Based on widely accessible
                and
                simple video production applications, wireless handsets and video-enabled
                cell phones, UGV has become the backbone of communities and social
                networks. The websites of these communities offer tools to search
                for,
                watch, upload, share, rate and publish their own videos.





In
      the
      user-generated video aggregation market, YouTube/Google has built a sizable
      leadership position. Other companies in this sector include Metacafe, Veoh,
      Vmix, DailyMotion and Vimeo. These sites are most characterized by the utility
      of an online application that allows consumers to upload, watch and share
      user-generated videos for free. While enthusiasm and consumer activity remains
      high in this category of online video, advertisers and overall effective
      monetization have not yet materialized. Partly due to the nature of the content
      that is being published at these sites, large-scale advertiser involvement
      has
      not yet materialized despite the overall growth of this sector.





·
            ***Original
                Content Creation & Distribution***-
                To date, there are very few companies and sites focused on working
                to
                build original entertainment franchises that meet the needs of both
                consumers and advertisers. Outside of GoFish, companies such as AtomFilms,
                Blip.TV, iFilm, and Heavy are pursuing this strategy within the online
                video market. We believe that consumer behavior in the online video
                space
                will continue to trend towards greater consumption of video content
                via
                the Internet, but that tastes will become more discerning and further
                segmented. The convergence of traditional video viewership and newer
                elements of user-generated content will create tremendous opportunities
                for advertisers to develop integrated and targeted online marketing
                approaches, thereby accelerating the siphoning of advertising dollars
                from
                traditional media to online video programming.




7




***Internet
      Video Advertising*** ****





With
      the
      growing popularity of digital video recorders (“DVRs”), which have the potential
      to redefine or eliminate effective advertising on television, brands are more
      focused on the Internet than ever before. According to eMarketer, spending
      for
      Internet video advertising in the United States will nearly triple in 2007
      to
      $640 million, from $225 million in 2005, and is estimated by eMarketer to grow
      to nearly $3 billion in 2010, making it the fastest growing area within the
      advertising sector.





Because
      online video presents advertising opportunities that mimic traditional viewing
      habits while simultaneously offering interactive and personalized components,
      we
      believe an even larger shift in advertising dollars will occur to online video
      as advertisers transition away from television spending. According to some
      industry sources, television advertising may be in a declining phase. Data
      from
      Neilson and Arbitron show that television viewership is in decline and that
      viewers increasingly use personal video recorders to skip commercials. These
      circumstances frustrate major advertisers and are forcing them to look elsewhere
      for solutions. Online video websites offer unprecedented opportunities for
      advertisers, as targeting, accountability and aggressive return on investment
      analysis become a normal part of the value proposition.  According to
      eMarketer, in the United States in 2006, total media advertising spending was
      $228 billion. Television advertising spending - by far the largest source of
      media buying - was $70 billion while online video spending was estimated at
      roughly $385 million. As advertisers become better at understanding behavioral
      habits and preferences of consumers on the Internet, we believe the increased
      use of dynamically targeted advertising should drive interactivity, impulse
      buying and demonstrable business results, something television has not been
      able
      to offer advertisers.





**Business
      Operations**




We
      currently estimate that, on average, over 8 million unique users per month
      are
      viewing videos across our Network. We plan to grow our online community in
      the
      near-term by:





·
            Launching
                planned public relations and marketing campaigns including coverage
                of our
                MFI programming, general company developments and the establishment
                of new
                partnerships;





·
            Improving
                the ease of publishing, sharing and editing videos online including
                streamlined and more efficient ways for new users to get introduced
                to our
                website;





·
            Initiating
                “search engine optimization” (“SEO”) throughout 2007 which includes
                optimizing the website and the display of content in order to more
                effectively obtain organic traffic from the major search
                engines;





·
            Expanding
                our community by creating new personalization features and functionality
                that generates more page views, higher volume of new users, and longer
                visits;





·
            Maximizing
                the potential for distribution online through organic growth, syndication,
                viral marketing programs and other marketing initiatives;
                and





·
            Providing
                content that is proprietary or organized within channels to address
                the
                diverse interests of viewers
                directly.




Our
      strategy is to attract, cultivate and enable the growing community of online
      video producers to create video content through the GoFish Network. We will
      encourage this new creative class to use our network for online video by
      producing original, Made-for-Internet programming that both attracts audiences
      and promotes participation through user-generated video. Our focus is on
      building new technologies and tools that allow advertisers to more effectively
      market in and around this growing space. Bridging the gap between advertisers
      and our community of individual video content creators and their growing
      audiences of online video consumers is a key to our strategy.




8




**** ***Revenues***





Our
      revenues are derived from advertisers. Some of our current and past advertisers
      include Apple, Sony, GMC, Nokia, AOL, American Express, Miramax Films, Toyota
      and more. Advertisers, ad agencies and major advertising networks pay us for
      the
      opportunity to display their advertisements on the GoFish Network.


We
        offer
        advertisers what we believe to be a powerful set of options for engaging
        the
        fast growing community of online video consumers on the GoFish Network. With
        a
        focus on rich-media advertising opportunities and integrated brand sponsorships,
        we reliably deliver targeted advertising opportunities that help brands reach
        the customers and demographic segments that are most valuable to them. Targeted
        advertising creates a higher value experience both for consumers and
        advertisers. Compared with television networks, which sell 15- or 30-second
        time
        slots across specific shows, time periods, or lead-ins/lead-outs, with the
        Internet, marketers can target a specific audience in a contextually pertinent,
        instantaneous and predictive manner. Ad-insertion technology solutions for
        rich-media content, such as video, are so advanced that they can immediately
        determine user preferences and viewing habits including who is watching,
        for how
        long and where the user is located. This enables marketers to target advertising
        based on a number of specific criteria and increase the probability that
        their
        advertisements are reaching the intended audience. This enhanced functionality
        derives higher sales premiums than traditional forms of video
        advertising.




We
      have relationships with various marketing agencies to facilitate the
      introduction of brands and advertisers to our platform. These agencies have
      existing relationships with the vendors and advertisers, and specialize in
      creating customized ad packages and locating desired platforms for those ads.




Our
      three
      primary advertising revenue drivers are:





·
            banner
                & text ads;





·
            in-stream
                video ads; and





·
            sponsorships




***Banner
        & Text Ads*** ****
 
 Our
        advertisers pay for advertisements and other graphical images featured on
        web
        pages throughout our network. The images are advertising inventory that are
        sold
        by us to advertisers or companies using measurements commonly referred to
        as
        cost per thousand impressions (“CPM”), cost per click (“CPC”) or cost per action
        (“CPA”). In the case of CPMs, these measurements refer to advertising inventory
        that can be purchased on the basis of what it costs to show the ad to one
        thousand viewers. Advertisers currently are charged CPM’s from $0.50 to $8.00
        for their graphical ads on www.gofish.com. Banners or banner ads are graphics
        that hyperlink to a URL designated by the advertiser, and typically redirect
        the
        user to a different website. It is intended to attract traffic to the
        advertiser’s website by linking them from the ad on our website to the website
        designated by the advertiser. The banner advertisement is constructed from
        an
        image (GIF, JPEG and PNG), JavaScript program or multimedia object employing
        technologies such as Java, Shockwave or Flash, often using animation or sound
        to
        maximize presence. In the case of visual banner advertisements, we collect
        fees
        per thousand impressions of a banner. In the case of CPC advertisements,
        advertisers are charged by us on the basis of click-throughs as opposed to
        impressions. Advertisers will currently pay fees ranging from $.06 to $.50
        per
        click generated from ads placed throughout the website. CPA banners placed
        within our website generate fees only when a purchase or transaction occurs
        as a
        result of the click-through on an individual advertisement. The rates charged
        to
        advertisers for CPA banners are the most expensive of the three, and our
        advertising agreements are typically structured around specific campaigns
        that
        mandate a certain ad format and placement, and run for specific time periods.
 
 ***In-Stream
        Video Ads***
 
 In-stream
        video ads allow advertisers to place high quality video ads before or after
        streaming videos on our website. This television-like advertising creates
        a
        user-experience that consumers are accustomed to, which, combined with the
        targeted viewing audience, provide valuable inventory to advertisers. In-stream
        video ads incorporate the targeting, interactivity and accountability of
        the
        Internet with the branding and messaging of television commercials. Advertisers
        have the option of running their ads before the video streams (pre-roll),
        during
        the video stream (mid-roll), or after the video streams (post-roll). The
        cost of
        this form of advertising currently ranges from $10-45 CPM.
 
 ***Sponsorships***
 
 Advertisers
        also have the opportunity to sponsor various programs, channels or genres
        of
        videos on our Network. Sponsors are offered an integrated ad package that
        includes permanent placement in certain areas of the website, banner/graphical
        ads, in-stream video ads placed in either a pre-roll or post-roll format,
        and
        even product placement in the case of certain MFI programming. Our MFI
        programming offers advertisers the ability to sponsor shows that feature
        professionally produced material as well as user-generated videos that are
        created within the context of the program. In addition to these sponsorships
        elements, we also insert sponsors into the email communications that are
        related
        to the MFI show, channel or genre of videos. The cost of this form of
        advertisement is negotiated on a case by case basis.




9





**Competitive
      Strengths**





We
      believe the following strengths are currently differentiating GoFish within
      the
      online video sector and will lead to growth of our brand:




·
            audience size;




·
            the
                GoFish community;





·
            made-for-internet
                programming;





·
            scalable
                business model; and





·
            technology
                platform and engineering expertise





*Audience
      Size*





GoFish
      today is fast becoming one of the largest online video sites on the web with
      over 8 million estimated monthly unique users on our Network. If we close our
      acquisition of Bolt, our online community of video enthusiasts would jump to
      approximately 14 million unique users monthly, with 7 million in the United
      States alone according to comScore.





*The
      GoFish Community*





Our
      target demographic is the 16-34 year olds, and our male-to-female ratio is
      skewed slightly towards males (54%). Approximately 15% of our unique users
      are
      responsible for uploading videos to GoFish.com, and 70% of our users watch
      two
      or more videos when they visit. We believe that we are developing a loyal and
      active user community, and that the growth of our community is accelerating.
      We
      believe we are in touch with the interests, tastes and needs of our users
      and that our continued communication with our community is of critical
      importance to our business. Fostering social interaction with and among users
      enables us to obtain current information about the trends, taking shape within
      our business. This reinforces our position as a creative innovator within the
      sector, and helps us attract and retain our users.





*MFI
      Programming*





MFI
      programming offers a unique and innovative approach to deeply engaging the
      online video enthusiast community while delivering to advertisers the basic
      requirements they need to participate in the widespread adoption in the sector.
      On June 30, 2006, we launched our first Made-for-Internet program, *America’s
      Dream Date* TM.
      The
      show was sponsored by a consumer brand of sports drink, called “JetSet Energy,”
and the format of the MFI programming provided the sponsor with a targeted
      and deeply integrated means of marketing to the show’s audience. During the
      eight week duration of *America’s Dream Date*TM, there were more than 2
      million unique visitors to the show and over 5 million videos viewed. GoFish
      is
      currently identifying and facilitating the production of a full slate of MFI
      programs for 2007 which continue to innovate on this unique approach.




10




*Scalable
      Business Model*





We
      believe we have an overall business model in which additional revenue can be
      generated with relatively low increases in our expenses. Much of the content
      on
      our Network is created by our community of users and made available at minimal
      cost to the company. As we continue to segment our videos across channels and
      actively push the higher-quality content to the fore, we believe that we can
      monetize the content on the GoFish Network through higher advertising rates
      and
      at little incremental cost. Many of our initiatives - partnerships, acquisitions
      and transactions - are geared towards leveraging this low cost model through
      numerous marketing platforms. We also believe that by offering compelling
      content we will attract a higher number of advertisers to our Network and
      further maximize the growth prospects of our Made-for-Internet
      programming.


*Technology
        Platform and Engineering Expertise*
 
 Over
        the
        last three years, GoFish has developed and refined a powerful technology
        infrastructure and code-base that provides the foundation for innovative
        video
        publishing, consumption and distribution that has successfully supported
        hundreds of millions of video streams, and tens of millions of individual
        visitors to the GoFish website. The network operations and infrastructure
        of the
        GoFish technology platform has the capability to deliver video content on-demand
        anywhere in the world where there is a broadband connection. The consumer
        product provides unique customization functionality that allows users to
        personalize their platform, and it supports a myriad of community functions
        that
        foster interaction amongst our users. The Channel Builder product allows
        any
        individual video producer to build their own custom “hub” or on-demand video
        channel to organize their video content. The targeted advertising platform
        that
        supports monetization across the GoFish Network delivers powerful ways for
        advertisers and sponsors to deploy intelligent campaigns across specific
        shows,
        channels or individual genres of video in the most efficient manner. The
        GoFish
        reporting and tracking system logs all activity and consumer behavior across
        the
        site, and provides unique insight and analytical data about consumer behavior,
        tastes, and preferences. Engineering efforts continue to focus on innovative
        products that support the key objectives of delivering great tools for
        publishers and the most compelling viewing experience for the viewer. Going
        forward, we expect to release new products that deal with programming
        syndication and more sophisticated ad/sponsorship
        management.


**Current
      Industry Hurdles**




***Security***





We
      aim to
      fully protect all data and security of our members. We do not sell, rent or
      otherwise use personally-identifying information (including members’ actual
      identities, e-mail addresses, passwords, personal addresses or financial
      information) collected during members’ use of our website without members’
permission, unless required to do so by law.




***Policing
      Inappropriate Material***





The
      diversity, vastness and lack of formal regulation of the Internet can give
      way
      to its abuse, particularly the use of the Internet for the publishing of
      inappropriate materials. To prevent our platform from being abused in that
      matter, we use algorithmic filters to screen for inappropriate material that
      may
      be loaded onto our website. These filters look to the metadata associated with
      the uploaded video file, the file name, file description and any tags associated
      with the video. Once the algorithmic filters have been used to identify
      potentially inappropriate videos, those videos are prevented from being
      published on our website until reviewed by our editorial staff.




11




In
      addition, we depend on users to help screen for inappropriate material. Users
      can flag a video to let us know that there is something on the site that should
      not be. Examples include pornography, excessive nudity, gratuitous/injurious
      violence, and copyright violations.




In
      order
      to flag a video, users simply click the link under each video reading “flag
      video.” The user then has an opportunity to comment on the reason the video is
      being flagged. Flagged videos are reviewed by our team and then may be removed
      from the site, depending on their content.





The
      third
      layer of screening and policing that we employ includes an off-shore consulting
      group that has live assistants who crawl our site 24 hours, 7 days a
      week.




***Click
      Fraud***





Recent
      publicity has focused on practices allegedly used by publishers, site owners
      and
      others that generate clicks that do not represent genuine interest in the
      advertisers that are the subject of the click. We expect to monitor this
      situation and support reasonable industry-wide initiatives that protect the
      integrity of Internet advertising.




**Markets
      & Competition**




Our
      market consists of Internet users and advertisers. Internet users, and
      specifically those who visit UGV websites, provide a platform for effective
      and
      targeted advertising. Our advertisers provide us with revenue by paying us
      to
      promote their products and services on our website.





We
      compete against well-capitalized UGV companies as well as smaller companies.
      The
      market for our products and services is highly competitive. The UGV sector
      is
      evolving and growing rapidly, and companies are continually introducing new
      products and services. YouTube.com is the acknowledged market leader in UGV.
      Other websites dedicated to UGV are Atomfilms, Break, Dailymotion, eBaumsWorld,
      Grouper, ifilm, LiveVideo, Metacafe, PureVideo, Revver, Veoh, VideoEgg,
      vidiLife, Vimeo, and vSocial, among others. AOL, Google, MSN and Yahoo also
      maintain UGV communities on their sites. In some cases, competitors may have
      longer operating histories, more users, greater financial strength and more
      recognized brands in the industry. These competitors may be able to attract
      customers more easily because their financial resources and awareness in the
      market far exceeds our financial resources and market awareness.





In
      addition to the growth in competitors that has occurred over the past 24 months,
      we have begun to see consolidation taking place, particularly with traditional
      media companies making acquisitions in order to gain entry to the market or
      adopt technologies that will enable them to facilitate the migration of content
      from television or film to the Internet. During 2006, user-generated video
      site
      Grouper, which had less than 1 million monthly unique U.S. users according
      to
      comScore, was purchased by Sony Entertainment for $65 million, AtomFilms was
      purchased by Viacom for $200 million, and YouTube, the market leader, was
      purchased by Google for roughly $1.6 billion.





We
      believe the unique online video offerings of the GoFish Network are comparable
      and in many cases superior to those offered by our competitors. Competitive
      parameters include the range of our product offerings, the performance and
      quality of our products and services, the reliability of our infrastructure,
      our
      expertise and experience in technology, our scalability and capacity, ease
      of
      use and the level of customer support.


**Customers**
 
 For
        the
        year ended December 31, 2006, three customers accounted for 41%, 20% and
        14% of
        total revenues. For the year ended December 31, 2005, three customers accounted
        for 43%, 34%, and 18% of total revenues.


**Intellectual
      Property and Other Proprietary Rights**





Our
      performance and ability to compete in the marketplace are significantly
      dependent upon our proprietary technology. To establish and protect our
      proprietary rights, we rely on a combination of trademark, copyright and trade
      secret laws, confidentiality agreements and non-compete agreements.





We
      have
      developed proprietary algorithmic filters to manage and screen content on our
      website. We have also developed proprietary search algorithms to assist people
      in finding video content more efficiently on our website.




12




We
      have
      filed for trademark protection for the name “GOFISH” with the United States
      Patent and Trademark Office. This application is currently pending.





All
      business partners of GoFish are required to sign confidentiality agreements.
      In
      addition, all employees are required to sign confidentiality and non-compete
      agreements.





**Government
      Regulation**





Few
      existing laws or regulations specifically apply to the Internet, other than
      laws
      and regulations generally applicable to businesses. Certain United States export
      controls and import controls of other countries may apply to our business.
      Many
      laws and regulations, however, are pending and may be adopted in the United
      States, individual states and local jurisdictions and other countries with
      respect to the Internet. These laws may relate to many areas that impact our
      business, including content issues (such as obscenity, indecency and
      defamation), copyright and other intellectual property rights, digital rights
      management, encryption, caching of content by server products, personal privacy,
      e-mail, spyware, sweepstakes, promotions, network and information security
      and the convergence of traditional communication services with Internet
      communications, including the future availability of broadband transmission
      capability and wireless networks. These types of regulations are likely to
      differ between countries and other political and geographic divisions. It is
      likely that other countries and political organizations will impose or favor
      more and different regulation than that which has been proposed in the United
      States, thus furthering the complexity of regulation. In addition, state and
      local governments may impose regulations in addition to, inconsistent with,
      or
      stricter than federal regulations. The adoption of such laws or regulations,
      and
      uncertainties associated with their validity, interpretation, applicability
      and
      enforcement may affect the available distribution channels and costs associated
      with our services, and may affect the growth of the Internet. Such laws or
      regulations may harm our business. Our services may also become subject to
      investigation and regulation of foreign data protection and e-commerce
      authorities, including those in the European Union. Such activities could result
      in additional costs for us to comply with such regulation.





We
      do not
      know for certain how existing laws governing issues such as property ownership,
      copyright and other intellectual property issues, digital rights management,
      security, illegal or obscene content, retransmission of media, spyware, and
      personal privacy and data protection apply to the Internet. The vast majority
      of
      such laws were adopted before the advent of the Internet and related
      technologies and do not address the unique issues associated with the Internet
      and related technologies. Most of the laws that relate to the Internet have
      not
      yet been interpreted. In addition to potential legislation from local, state,
      federal, and foreign governments, labor guild agreements and other laws and
      regulations that impose fees, royalties or unanticipated payments regarding
      the
      distribution of media over the Internet may directly or indirectly affect our
      business. While we and our customers may be directly affected by such
      agreements, we are not a party to such agreements and have little ability to
      influence the degree to which such agreements favor or disfavor Internet
      distribution or our business. Changes to or the interpretation of these laws
      and
      the entry into such industry agreements could:





·
            limit
                the growth of the Internet;





·
            create
                uncertainty in the marketplace that could reduce demand for our
                services;





·
            increase
                our cost of doing business;





·
            expose
                us to increased litigation risk, substantial defense costs and significant
                liabilities; or





·
            decrease
                the rate of growth of our user
                base.





The
      Child
      Online Protection Act and the Child Online Privacy Protection Act 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. Although
      we
      do not knowingly distribute harmful materials to minors or collect personal
      information from children under the age of 13, the manner in which these acts
      may be interpreted and enforced cannot be fully determined, and 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, which in turn
      could harm our business.




13




There
      are
      a large number of legislative proposals before the United States Congress and
      various state legislatures regarding intellectual property, digital rights
      management, copy protection requirements, privacy, e-mail marketing,
      spyware and security issues related to our business. It is not possible to
      predict whether or when such legislation may be adopted, and certain proposals,
      if adopted, could materially and adversely affect our business.





**Employees**





As
      of
      December 31, **** 2006,
      we
      had 22 full-time and 5 part-time employees. 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.





**Available
      Information**





We
      are
      subject to the reporting requirements of the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”). Reports filed with the SEC pursuant to the
      Exchange Act, including annual and quarterly reports, and other reports we
      file,
      can be inspected and copied at the public reference facilities maintained by
      the
      SEC at 100 F Street, N.E., Washington, D.C. 20549. Investors may obtain
      information on the operation of the public reference room by calling the SEC
      at
      1-800-SEC-0330. Investors can request copies of these documents upon payment
      of
      a duplicating fee by writing to the SEC. The reports we file with the SEC are
      also available on the SEC’s website (http://www.sec.gov).





**Risk
      Factors**





*We
      face a variety of risks that may affect our operations or financial results
      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 operations or financial
      results.*





**Risks
      Related to Our Company**




***We
      have a history of operating losses which may
      continue.***





We
      have a
      history of losses and may continue to incur operating and net losses for the
      foreseeable future. We incurred a net loss of approximately $2.0 million for
      the
      year ended December 31, 2005, and a net loss of approximately $5.3 million
      for
      the year ended December 31, 2006. As of December 31, 2006, our accumulated
      deficit was approximately $7.7 million. We have not achieved profitability
      on a
      quarterly or on an annual basis. We may not be able to reach a level of revenue
      to achieve profitability. Our gross revenues for the year ended
      December 31, 2006, were $25,779. To date, our revenues have been
      insignificant and have not been sufficient to achieve our business plan. If
      our
      revenues grow more slowly than anticipated or if operating expenses exceed
      expectations, then we may not be able to achieve profitability in the near
      future or at all, which may depress our stock price.





***Our
      financial results, including our revenues, fluctuate and may be difficult to
      forecast.***




Our
      quarterly revenues, expenses and operating results are unpredictable. 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 visitors to our
                website;





·
            our
                ability to increase the number of visitors to our website and to
                encourage
                them to upload their videos or participate in our
                programming;




14




·
            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;





·
            technical
                difficulties consumers might encounter in using our
                website;





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





·
            our
                ability to obtain cost-effective advertising on other entities’ websites;
                and





·
            the
                effectiveness of offline advertising in generating additional traffic
                to
                our website.




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.





***Our
      limited operating history makes evaluation of our business difficult.***





We
      were
      incorporated in May 2003 and we have limited historical financial data upon
      which to base planned operating expenses or forecast accurately our future
      operating results. We formally launched our website in October 2004 and we
      have
      earned only minimal revenues since our inception. The revenue received currently
      is insufficient to generate positive cash flows from our operations. 
Additionally, the income potential of our business and our website is unproven.
      Because of the relatively unusual nature of our business plan, our executives
      have limited experience with such a plan. As a young company operating in an
      unproven market, we face risks and uncertainties relating to our ability to
      implement our business plan successfully. Our future revenues and success depend
      significantly upon continuing consumer acceptance of, and participation in,
      user-generated video. User-generated video has emerged as a consumer medium
      only
      within the last 18 months, and we cannot predict whether its popularity will
      remain.





***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. The raising of additional capital may dilute our
      current stockholders’ ownership interests. Our income from operations is
      unlikely to be sufficient to achieve our business plan. 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;





·
            making
                capital improvements to improve our
                infrastructure;





·
            hiring
                qualified management and key
                employees;





·
            developing
                new services, programming or
                products;





·
            responding
                to competitive pressures;





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





·
            maintaining
                compliance with applicable laws.




15




Any
      additional capital raised through the sale of equity or equity backed securities
      may dilute current stockholders’ ownership percentages and could 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,
      any additional debt or equity financing that we may need may not be available
      on
      terms favorable to us, or at all. The
      registration rights agreement we entered into in connection with the private
      placement consummated in October 2006 provided that we will not, without the
      prior written consent of the majority of registered holders, file or request
      the
      acceleration of any other registration statement filed with the SEC, subject
      to
      certain exceptions, until the SEC has declared effective the registration
      statement covering the resale of the shares sold in the private placement.
      We
      have not yet filed such a registration statement, and this requirement could
      impair our ability to raise funds through the issuance of additional shares
      of
      our common stock or securities convertible into common stock until such
      registration statement has been filed and declared effective. 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.





***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 financial statements for the period ended December 31, 2006 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.





***The
      proposed Bolt acquisition may not occur on a timely basis or at
      all.***




In
      February 2007, we announced that GoFish and Bolt had signed a definitive merger
      agreement pursuant to which GoFish would acquire Bolt for shares of GoFish.
      The
      consummation of the proposed Bolt acquisition may not occur on a timely basis
      or
      at all. The closing of the Bolt acquisition is subject to approval of holders
      of
      90% of the outstanding capital stock of Bolt, and such holders of a
      supermajority of Bolt’s shares may determine not to approve the transaction. We
      also must raise additional funds to complete the proposed acquisition, and
      there
      are can be no assurance that we will be able to raise such funds on acceptable
      terms, if at all. Moreover, if the Bolt acquisition is not completed, our
      business and financial results could be adversely affected due to, among other
      things, the focus of our management’s time and effort on completing the Bolt
      acquisition rather than pursuing other business opportunities, and the
      incurrence of significant costs related to the transaction.




***The
      proposed Bolt acquisition may not be as financially or operationally successful
      as originally contemplated.***




In
      agreeing to the terms and conditions of the merger agreement with Bolt, we
      made
      certain business assumptions and determinations based on our investigation
      of
      Bolt’s assets and business, as well as other information then available.
      However, these assumptions and determinations involve certain risks and
      uncertainties that may cause these assumptions and determinations to be
      inaccurate. As a result, we may not realize the full benefits that we are
      expecting from the proposed acquisition.




16


***We
        may encounter difficulties integrating Bolt’s business into our business and may
        not fully attain or retain, or achieve within a reasonable time frame, expected
        strategic objectives, cost savings and other expected benefits of the proposed
        acquisition.***




We
      expect
      to realize strategic and other benefits as a result of GoFish’s acquisition of
      Bolt. Our ability to realize these benefits or successfully integrate Bolt’s
      business into our business, however, is subject to certain risks and
      uncertainties, including, among others:





·
            the
                costs of integrating Bolt’s business into our business may be higher than
                we expect and may require more resources, capital expenditures and
                management attention than
                anticipated;





·
            employees
                important to the operation of Bolt’s website may decide not to be employed
                by us; and





·
            we
                may be unable to anticipate or manage risks that are unique to the
                historical business of Bolt, including those relating to claims made
                or
                that may be made against Boltby
                record labels for alleged copyright infringement.




Our
      failure to manage these risks, or other risks related to the acquisition that
      are not presently known to us, could prevent us from realizing the expected
      benefits of the acquisition and also may have a material adverse effect on
      our
      results of operations and financial condition.





***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 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





·
            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.





In
      addition, from time to time we may enter into negotiations for acquisitions
      or
      investments that are not ultimately consummated. These negotiations could result
      in significant diversion of management time, as well as substantial
      out-of-pocket costs. 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.




17




***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,
      manufacturing 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, especially
      to
      the extent we expand into multiple facilities at distant locations. 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.





***If
      we are unable to obtain adequate insurance, our financial condition could be
      adversely affected in the event of uninsured or inadequately insured loss or
      damage. Our ability to effectively recruit and retain qualified officers and
      directors could also be adversely affected if we experience difficulty in
      obtaining adequate directors’ and officers’ liability insurance.***





We
      may
      not be able to obtain insurance policies on terms affordable to us that would
      adequately insure our business and property against damage, loss or claims
      by
      third parties. To the extent our business or property suffers any damages,
      losses or claims by third parties, which are not covered or adequately covered
      by insurance, the financial condition of GoFish may be materially adversely
      affected.





We
      may be
      unable to maintain sufficient insurance as a public company to cover liability
      claims made against our officers and directors. If we are unable to adequately
      insure our officers and directors, we may not be able to retain or recruit
      qualified officers and directors to manage GoFish.





***Losing
      key personnel could affect our ability to successfully grow our
      business.***




Our
      future performance depends substantially on the continued service of our senior
      management and other key personnel. In particular, our success depends upon
      the
      continued efforts of our management 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.




***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 obtain or retain listing
      of
      our common stock.***





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 has resulted in the issuance of rules and regulations and
      the
      strengthening of existing rules and regulations by the SEC, as well as the
      adoption of new and more stringent rules by the stock exchanges and NASDAQ.
      The
      perceived increased personal risk associated with these recent changes may
      deter
      qualified individuals from accepting roles as directors and executive officers.





Further,
      some of these recent changes heighten the requirements for board or committee
      membership, particularly with respect to an individual’s independence from the
      corporation and level of experience in finance and accounting matters. 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 obtain or retain
      listing of our shares of common stock on any stock exchange or NASDAQ (assuming
      we elect to seek and are successful in obtaining such listing) could be
      adversely affected.





***Our
      business may suffer if we do not attract and retain additional highly skilled
      personnel.***




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. In addition, because we are developing new programming
      concepts, it may be very difficult to employ personnel who have the skills
      that
      our business plan requires. In addition, we currently do not have a Chief
      Financial Officer. In order to successfully compete in our industry, we will
      need to hire a qualified individual to fill this role. 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.




18




***We
      are a holding company that depends on cash flow from our wholly-owned subsidiary
      to meet our obligations.***





We
      are a
      holding company with no material assets other than the stock of our wholly-owned
      subsidiary. Accordingly, all our operations are conducted by GoFish
      Technologies, Inc., our wholly-owned subsidiary. We currently expect that the
      earnings and cash flow of our subsidiary will primarily be retained and used
      by
      it in its operations, including servicing any debt obligations it may have
      now
      or in the future. Accordingly, although we do not anticipate paying any
      dividends in the foreseeable future, our subsidiary may not be able to generate
      sufficient cash flow to distribute funds to us in order to allow us to pay
      future dividends on, or make any distributions with respect to, our common
      stock.




***All
      liabilities of Unibio survived the merger and Unibio may have undisclosed
      liabilities that could harm our revenues, business, prospects, financial
      condition and results of operations.***




Before
      the merger with Unibio, legal counsel conducted due diligence on Unibio
      customary and appropriate for a merger transaction. However, the due diligence
      process may not have revealed all material liabilities of Unibio existing or
      which may be asserted in the future against GoFish relating to Unibio’s
      activities before the consummation of the merger. The merger agreement contained
      a limited shareholder post-closing adjustment to the number of shares of common
      stock issued to pre-merger GoFish Shareholders and the ITD Stockholder as a
      means of providing a remedy for breaches of representations made in the merger
      agreement by Unibio, including representations related to undisclosed
      liabilities of Unibio; however, there is no comparable protection offered to
      our
      other stockholders. Any such liabilities of Unibio may have survived the merger
      and could harm our revenues, business, prospects, financial condition and
      results of operations upon our acceptance of responsibility for such
      liabilities.




***If
      we fail to maintain an effective system of disclosure and internal controls,
      we
      may not be able to accurately report our financial results or detect fraud.
      Consequently, investors could lose confidence in our financial reporting and
      this may decrease the trading price of our stock.***




We
      must
      maintain effective disclosure and internal controls to provide reliable
      financial reports and detect fraud. We have been assessing our controls to
      identify areas that need improvement. Based
      on
      our evaluation as of December 31, 2006 and in light of our filings of Form
      12b-25 to extend the filing deadline for this report, we concluded that we
      did
      not maintain effective disclosure controls and procedures as of December 31,
      2006 primarily due to inadequate staffing in our accounting and finance
      department.We are in the process of implementing changes to our
      controls, but have not yet completed implementing these changes. Failure to
      implement these changes to our controls or any others that we identify as
      necessary to maintain an effective system of such controls could harm our
      operating results and cause investors to lose confidence in our reported
      financial information. Any such loss of confidence would have a negative effect
      on the trading price of our stock.





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




We
      are
      subject to various regulatory requirements, including the Sarbanes-Oxley Act.
      Section 404 of the Sarbanes-Oxley Act requires the evaluation and determination
      of the effectiveness of a company’s internal control over its financial
      reporting. If it is determined that we have a material weakness in our internal
      control over financial reporting, we could incur additional costs and suffer
      adverse publicity and other consequences of any such determination.





**Risks
      Related to Our Business**




***We
      may be unable to attract advertisers to gofish.com.***





We
      expect
      that advertising revenue will comprise a significant portion of the revenue
      to
      be generated by gofish.com. 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 and the reduction of marketing and advertising budgets or
      the
      delay 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.




19




Even
      if
      we initially attract advertisers to gofish.com, 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.




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




We
      generated our revenues from our advertisers. 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. We 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.




***We
      are dependent upon several of the major search engines to continue to provide
      us
      traffic that our merchant advertisers deem to be of value, and if they do not,
      it could have a material adverse effect on the value of our services.***




We
      are
      dependent upon several of the major Internet search engines -- namely Google,
      Yahoo!, MSN and AOL -- to provide us traffic that our merchant advertisers
      deem
      to be of value. We monitor the traffic delivered to our website from the major
      search engines in an attempt to optimize the quality of our traffic. If our
      traffic is less valuable, we may have greater difficulty attracting advertising
      and our revenue may be negatively impacted.





***If
      we are unable to compete in the highly competitive performance-based advertising
      industry, we may experience reduced demand for our services.***




We
      operate in a highly competitive environment. We principally compete with other
      companies in sales to advertisers of performance-based advertising. Some of
      our
      competitors, as well as potential entrants into our market, may be better
      positioned to succeed in this market. They may have:





·
            longer
                operating histories;





·
            more
                management experience;





·
            an
                employee base with more extensive
                experience;





·
            greater
                ability to attract higher ad rates;





·
            greater
                ability to verify “clicks” or other occurrences of activity on which
                advertising rates depend;





·
            greater
                brand recognition; and





·
            significantly
                greater financial, marketing and other
                resources.




20




In
      addition, many current and potential competitors can devote substantially
      greater resources than we can to promotion, programming development, website
      development and systems development. Furthermore, currently and in the future
      to
      the extent the use of the Internet and other online services increases, there
      will likely be larger, more well-established and well-financed entities that
      acquire companies and/or invest in or form joint ventures in categories or
      countries of interest to us, all of which could adversely impact our business.
      Any of these trends could increase competition and reduce the demand for any
      of
      our services.





***Gofish.com
      is new and rapidly evolving and may not prove to be a viable business model.***





Online
      user-generated video is a relatively new business model for delivering digital
      media over the Internet, and we have only very recently launched our efforts
      to
      develop a business centered around online content delivery. It is too early
      to
      predict whether consumers will accept, and continue to use on a regular basis,
      in significant numbers, online video distribution and participate in our online
      video community. Our online video community website, gofish.com, may fail to
      attract significant numbers of users or may not be able to retain the usership
      that it attracts, and in either case we may fail to develop a viable business
      model for our online video community.





In
      addition, distributing video to users of our online video community website
      will
      involve substantial operational cost, and we expect a significant portion of
      the
      content on our online video community website to be available for free. If
      we
      are unable to successfully monetize the use of our online video community
      website, either through advertising or fees for use, our operating results
      could
      be adversely affected.





***Our
      user-generated video 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. At the current time, user-generated video is widely accepted
      but
      it may not remain popular. 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.




***If
      the Internet video content market does not grow, we will not be
      successful.***





The
      market for our products and services is new and rapidly evolving. As a company
      in the Internet video field, our business model is based on an expectation
      that
      demand for Internet-based video content will increase significantly and compete
      with more traditional methods of television broadcasting. There can be no
      assurance that there is a substantial market for the services we offer. If
      this
      market does not grow, we will not be able to achieve meaningful revenues and
      our
      business model will not be successful.





***If
      high-speed Internet access with video viewing capability is not successfully
      implemented globally, there will be little demand for our
      services.***





The
      video
      content we deliver is best viewed over a high-speed Internet, or broadband,
      connection. We believe increased broadband Internet use may depend on the
      availability of greater bandwidth or data-transmission speeds or on other
      technological improvements. We are largely dependent on third party companies
      to
      provide or facilitate these improvements. If networks cannot offer high-speed
      services because of congestion or other reasons, we believe there will be little
      demand for our services, and our revenues may be insufficient to achieve and
      maintain profitability. The deployment of corporate firewalls may also restrict
      the growth and availability of streaming media services and adversely affect
      our
      business model by limiting access to the content broadcast through our service.
      Changes in content delivery methods and emergence of new internet access devices
      such as TV set-top boxes could dramatically change the market for streaming
      media products and services if new delivery methods or devices do not use
      streaming media or if they provide a more efficient method for transferring
      data
      than streaming media.




21





***We
      may not achieve or maintain commercial acceptance of our channels or
      programming.***





We
      face
      numerous competitors both in the Internet-based distribution market, and in
      the
      more traditional broadcasting arena. Many of these companies have substantially
      longer operating histories, significantly greater financial, marketing,
      manufacturing and technical expertise, and greater resources and name
      recognition than we do. Moreover, our offerings may not be sufficiently
      distinctive or may be copied by others, and consumer tastes may change such
      that
      our programming becomes less desirable. 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 are unsuccessful in increasing our simultaneous viewer capacity, we will
      be
      unable to achieve broad appeal with a multiple user format.***





Our
      ability to be an attractive platform for a multiple user format requires us
      to
      support a large number of simultaneous viewers. Adding the necessary network
      capacity to do so will be expensive, and we may not be able to do so
      successfully. If we are unable to expand capacity successfully and on acceptable
      terms, we will be unable to host major events, which may limit our market
      opportunities.








***If
      we fail to enhance our existing services and product applications or develop
      and
      introduce new applications and features in a timely manner to meet changing
      customer requirements and emerging industry trends or standards, our ability
      to
      grow our business will suffer.***




User-generated
      video depends in part on rapidly changing technologies, which will impact our
      capacity to successfully distribute videos to our users. These market
      characteristics are heightened by the emerging nature of the Internet and the
      continuing trend of companies from many industries to offer Internet-based
      applications and services. The widespread adoption of new Internet, networking,
      streaming media, or telecommunications technologies or other technological
      changes could require us to incur substantial expenditures to modify or adapt
      our operating practices or infrastructure. Our future success will depend in
      large part upon our ability to:




·
            identify
                and respond to emerging technological trends in the
                market;





·
            encourage
                users to develop channels and bring attractive and entertaining video
                to
                their channels;





·
            develop
                programming that attracts and retains large numbers of unique viewers
                and
                visitors;





·
            enhance
                our products by adding innovative features that differentiate our
                digital
                media services and applications from those of our
                competitors;





·
            acquire
                and license leading technologies;





·
            bring
                multimedia broadcast services and applications to market and scale
                our
                business on a timely basis at competitive prices;
                and





·
            respond
                effectively to new technological changes or new product announcements
                by
                others.





We
      will
      not be competitive unless we continually introduce new services and programs
      or
      enhancements to existing services and programs that meet evolving industry
      standards and user needs. In the future, we may not be able to address
      effectively the compatibility and operability issues that arise as a result
      of
      technological changes and evolving industry standards. The technical innovations
      required for us to remain competitive are inherently complex, and require long
      development schedules. Most development expenses must be incurred before the
      technical feasibility or commercial viability of new or enhanced services and
      applications can be ascertained. Revenue from future services and programs
      or
      enhancements to services and programs may not be sufficient to recover the
      associated development costs.




22





***Our
      business and prospects depend on the strength of our brand, and if we do not
      maintain and strengthen our brand, we may be unable to maintain or expand our
      business.***





Maintaining
      and strengthening the “GoFish” brand is critical to maintaining and expanding
      our business. If we fail to promote and maintain the GoFish brand successfully,
      our ability to sustain and expand our business and enter into new markets will
      suffer. Maintaining and strengthening our brand will depend heavily on our
      ability to continue to develop and provide innovative and high-quality
      technologies and programming for consumers, content owners, consumer hardware
      device manufacturers and software vendors, as well as to develop and grow our
      online video community website, gofish.com. Moreover, we have not been able
      to
      confirm that our users place a high value on our brand, relative to our
      competitors.





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





Many
      components of gofish.com 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, we collect
      certain information from users. Our 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.
      We post an extensive privacy policy 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, our privacy policy may now or in the future fail to comply
      with
      applicable law. Any failure by us to comply with our posted privacy policy,
      any
      failure by us to conform our privacy policy to changing aspects of our business
      or applicable law, or any existing or new legislation regarding privacy issues
      could impact the market for our online video community website, technologies
      and
      products and subject us to fines, litigation or other liability.





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




In
      February 2007, we announced that we had learned that three million shares of
      our
      common stock issued as part of private placement transaction we consummated
      in
      October 2006 were purchased by an entity 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 also announced that 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 entity he controlled to resell these shares.
      Mr. Zehil’s conduct was reported to the Securities and Exchange Commission 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 Industry**




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




Anything
      that diverts users of our website 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.


23


***If
      we are unable to obtain and maintain successful relationships with network
      operators, we may not be able to obtain adequate distribution for the Internet
      channels we deliver.***





We
      depend
      on our broadband delivery networks to distribute video over the Internet and
      are
      currently negotiating partnerships with several leading network providers to
      provide additional hosting facilities and bandwidth. We may be unable to reach
      new agreements or extend existing agreements with these or other major network
      operators, and we may fail to establish new agreements with operators when
      necessary. These network operators may choose to compete with us, to enter
      into
      relationships with competitors, to change the terms on which they distribute
      our
      channels, including to increase their prices, or not to do business with us
      because of our size and lack of operating history. If we are unable to enter
      into ongoing agreements with major network operators on terms acceptable to
      us,
      we may not have adequate distribution for the Internet channels we
      deliver.





***We
      rely on third parties to maintain our critical systems and, if these third
      parties fail to perform their services adequately, we could experience
      disruptions in our operations.***





We
      rely
      on a number of third parties, including our Internet hosting facility and
      telephone company, for Internet and telecommunications access and software
      services. We have limited control over these third parties and no long-term
      relationships with any of them. For example, we do not own a gateway onto the
      Internet. From time to time, we have experienced temporary interruptions in
      our
      website connection and our telecommunications access. Slow Internet
      transmissions or prolonged interruptions in our website connection or
      telecommunications access could materially harm our business.




Our
      software depends on operating system, database and server software that was
      developed and produced by and licensed from third parties. We have, from time
      to
      time, discovered errors and defects in the software from these third parties
      and
      we rely to some extent on these third parties to correct errors and defects
      in a
      timely manner. If we are unable to develop and maintain satisfactory
      relationships with these third parties on acceptable commercial terms, or if
      the
      quality of products and services provided by these third parties falls below
      a
      satisfactory standard, we could experience disruptions in our ability to operate
      our business.




A
      key
      element of our strategy is to generate a high volume of traffic to our website.
      Our revenues depend substantially on the number of customers who use our
      website. Accordingly, the satisfactory performance, reliability and availability
      of our website, transaction-processing systems and network infrastructure are
      critical to our operating results, as well as to our reputation.




Periodically,
      we have experienced minor systems interruptions, including Internet disruptions,
      which we believe may continue to occur from time to time. Any systems
      interruptions, including Internet disruptions that make our website
      inaccessible, would reduce our advertising volume, which could harm our
      business. We are continually enhancing and expanding our transaction processing
      systems, network infrastructure and other technologies to accommodate a
      substantial increase in the volume of traffic on our website. We cannot assure
      you that we will be successful in these efforts or that we will be able to
      project accurately the rate or timing of increases, if any, in the use of our
      website or timely expand and upgrade our systems and infrastructure to
      accommodate these increases. We cannot assure you that our network or our
      suppliers’ networks will be able to timely achieve or maintain a sufficiently
      high capacity of data transmission, especially if our website traffic increases.
      If we fail to achieve or maintain our capabilities for high capacity data
      transmission, consumer demand for our services could decline, negatively
      impacting our revenues from operations.




24





***We
      may have difficulty scaling and adapting our existing architecture to
      accommodate increased traffic and technology advances or changing business
      requirements, which could lead to the loss of users, advertisers and members,
      and cause us to incur expenses to make architectural changes.***




To
      be
      successful, our network infrastructure has to perform well and be reliable.
      The
      greater the user traffic and the greater the complexity of our products and
      services, the more computing power we will need. In 2007, we expect to spend
      substantial amounts to purchase or lease data centers and equipment and to
      upgrade our technology and network infrastructure to handle increased traffic
      on
      our website and to roll out new products and services. This expansion will
      be
      expensive and complex and could result in inefficiencies or operational
      failures. If we do not implement this expansion successfully, or if we
      experience inefficiencies and operational failures during the implementation,
      the quality of our products and services and our users’ experience could
      decline. This could damage our reputation and lead us to lose current and
      potential users, advertisers and GoFish members. The costs associated with
      these
      adjustments to our architecture could harm our operating results. Cost
      increases, loss of traffic or failure to accommodate new technologies or
      changing business requirements could harm our operating results and financial
      condition.





***We
      may not be able to sustain or grow our business unless we keep up with changes
      in technology and consumer tastes.***




The
      Internet and electronic commerce industries are characterized by:





·
            rapidly
                changing technology;





·
            evolving
                industry standards and practices that could render our website and
                proprietary technology obsolete;





·
            changes
                in consumer tastes and user
                demands;





·
            challenges,
                such as “click fraud,” that cast doubt on otherwise legitimate activities
                and practices; and





·
            frequent
                introductions of new services or products that embody new
                technologies.




Our
      future performance will depend, in part, on our ability to develop, license
      or
      acquire leading technologies and program formats, enhance our existing services
      and respond to technological advances and consumer tastes and emerging industry
      standards and practices on a timely and cost-effective basis. Developing website
      and other proprietary technology involves significant technical and business
      risks. We also cannot assure you that we will be able to successfully use new
      technologies or adapt our website and proprietary technology to emerging
      industry standards. We may not be able to remain competitive or sustain growth
      if we do not adapt to changing market conditions or customer
      requirements.




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




The
      terms
      of use of our website 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 website 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 website who violate such terms of use or who otherwise engage in unlawful
      or undesirable conduct.




25





***Our
      inability to adequately protect our proprietary technology and our programming
      could adversely affect our business.***




Our
      proprietary technology is one of the keys to our performance and ability to
      remain competitive. We rely on a combination of trademark, copyright and trade
      secret laws to establish and protect our proprietary rights. We also use
      technical measures, confidentiality agreements and non-compete agreements to
      protect our proprietary rights. We are in the process of registering “gofish”
with the United States Patent and Trademark Office. However, we may not be
      able
      to secure significant protection for our service marks or trademarks. Our
      competitors or others could adopt product or service names similar to
“GoFish.” **** Any
      of
      these actions by others might impede our ability to build brand identity and
      could lead to customer confusion. Our inability to protect our service mark
      or
      trademarks adequately could adversely affect our business and financial
      condition, and the value of our brand name and other intangible
      assets.




We
      rely
      on copyright laws to protect our proprietary software and trade secret laws
      to
      protect the source code for our proprietary software. We generally enter into
      agreements with our employees and consultants and limit access to and
      distribution of our software, documentation and other proprietary
      information. **** The
      steps
      we take to protect our proprietary information may not prevent misappropriation
      of our technology, and the agreements we enter into for that purpose might
      not
      be enforceable. A third party might obtain and use our software or other
      proprietary information without authorization or develop similar software
      independently. It is difficult for us to police the unauthorized use of our
      technology, particularly because the global nature of the Internet makes it
      difficult to control the ultimate destination or security of software or other
      transmitted data. The laws of other countries may not provide us with adequate
      or effective protection of our intellectual property.




Our
      programming may be copied or emulated, which would negatively impact our ability
      to distinguish GoFish from our competitors.





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




Other
      parties claiming infringement by our software or other aspects of our business
      could sue us. We may be liable to third parties for content available or posted
      on our website, 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.
      Universal Music Group has announced its concern with sites such as MySpace
      and
      YouTube, noting potential violation of copyright laws, and is considering filing
      suit for infringement.





We
      are
      not currently involved in any suit that would have a material effect on our
      business. However, we have entered into an agreement with Bolt pursuant to
      which
      we would acquire Bolt, and claims have been filed against Bolt by record labels
      for alleged copyright infringement in connection with unauthorized use of the
      record label’s video and music content on the Bolt website. Bolt recently
      entered into an out-of-court settlement with Universal Music Group with respect
      to such a claim, but additional claims against Bolt remain outstanding or may
      in
      the future be asserted against Bolt. If we are able to complete our acquisition
      of Bolt as planned, adverse results in these lawsuits may include awards of
      substantial monetary damages, costly royalty or licensing agreements or orders
      preventing us from offering certain functionalities, and may also result in
      a
      change in our business practices, which could result in a loss of revenue for
      us
      or otherwise harm our business. The Bolt merger is expected to close in May
      2007.




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




26




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





Companies
      in the internet, technology and media industries own large numbers of patents,
      copyrights, trademarks and trade secrets and frequently enter into litigation
      based on allegations of infringement or other violations of intellectual
      property rights. As we grow, the possibility of intellectual property rights
      claims against us increases. Our services and technologies may not be able
      to
      withstand any third-party claims and regardless of the merits of the claim,
      any
      intellectual property claims could be time-consuming and expensive to litigate
      or settle. In addition, if any claims against us are successful, we may have
      to
      pay substantial monetary damages or discontinue any of our services or practices
      that are found to be in violation of another party’s rights. We also may have to
      seek a license to continue such practices, which may significantly increase
      our
      operating expenses.





Further,
      in the future, we may also file lawsuits to enforce our intellectual property
      rights, to protect our trade secrets, or to determine the validity and scope
      of
      the proprietary rights of others. Litigation over these issues, whether
      successful or unsuccessful, could result in substantial costs and diversion
      of
      resources, which could reduce our profitability.




***Privacy
      concerns relating to our technology could damage our reputation and deter
      current and potential users from using our products and services.***





From
      time
      to time, concerns have been expressed about whether our products and services
      compromise the privacy of users and others. Concerns about our practices with
      regard to the collection, use, disclosure or security of personal information
      or
      other privacy-related matters, even if unfounded, could damage our reputation
      and operating results. While we strive to comply with all applicable data
      protection laws and regulations, as well as our own posted privacy policies,
      any
      failure or perceived failure to comply may result in proceedings or actions
      against us by government entities or others, which could potentially have an
      adverse affect on our business.





In
      addition, as nearly all of our products and services are web based, the amount
      of data we store for our users on our servers (including personal information)
      has been increasing. Any systems failure or compromise of our security that
      results in the release of our users’ data could seriously limit the adoption of
      our products and services as well as harm our reputation and brand and,
      therefore, our business. We may also need to expend significant resources to
      protect against security breaches. The risk that these types of events could
      seriously harm our business is likely to increase as we expand the number of
      web
      based products and services we offer as well as increase the number of countries
      where we operate.





***Intellectual
      property infringement claims generally involving the distribution of media
      content over the Internet media could impact our business.***





Potential
      customers may be deterred from distributing content over the Internet for fear
      of infringement claims. The music industry in particular has recently been
      the
      focus of heightened concern with respect to copyright infringement and other
      misappropriation claims, and the outcome of developing legal standards in that
      industry is expected to affect music, video and other content being distributed
      over the Internet. If, as a result, potential customers forego distributing
      traditional media content over the Internet, demand for our digital media
      services could be reduced which would harm our business. The music industry
      in
      the U.S. is generally regarded as extremely litigious in nature compared to
      other industries and we could become engaged in litigation with others in the
      music industry. Claims against us, and any resultant litigation, should they
      occur in regard to any of our digital media services, could subject us to
      significant liability for damages including treble damages for willful
      infringement. In addition, even if we prevail, litigation could be
      time-consuming and expensive to defend and could result in the diversion of
      our
      time and attention. Any claims from third parties may also result in limitations
      on our ability to use the intellectual property subject to these claims.
      Further, to the extent we offer our digital media services to customers in
      foreign countries, such countries may offer less protection for our intellectual
      property than the United States. Our failure to protect against misappropriation
      of our intellectual property, or claims that we are infringing the intellectual
      property of third parties could have a negative effect on our business, revenue,
      financial condition and results of operations.




27





***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 technologies that we license from third parties, such as
      Macromedia. 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, we could
      experience delays in completing and developing our proprietary
      software




***Our
      network is 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
      Child
      Online Protection Act and the Children’s Online Privacy Protection Act impose
      civil and criminal penalties on persons distributing material harmful to minors
      (e.g., 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, direct our website to children
      under the age of 13, or 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.
      The manner in which these Acts may be interpreted and enforced cannot be fully
      determined, and 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.




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




We
      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. For example, United States and foreign
      laws regulate our ability to use customer information and to develop, buy and
      sell mailing lists. The majority of these laws were 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 the
      CAN-SPAM Act of 2003, 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.




28





***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.




***More
      individuals are using non-PC devices to access the Internet and versions of
      our
      service developed or optimized for these devices may not gain widespread
      adoption by users of such devices.***





The
      number of individuals who access the Internet through devices other than a
      personal computer, such as personal digital assistants, mobile telephones and
      television set-top devices, has increased dramatically. We originally designed
      our services for rich, graphical environments such as those available on desktop
      and laptop computers. The lower resolution, functionality and memory associated
      with alternative devices may make the use of our services through such devices
      difficult, and the versions of our service developed for these devices may
      not
      be compelling to users of alternative devices. As we have limited experience
      to
      date in operating versions of our service developed or optimized for users
      of
      alternative devices, it is difficult to predict the problems we may encounter
      in
      doing so, and we may need to devote significant resources to the creation,
      support and maintenance of such versions. If we are unable to attract and retain
      a substantial number of alternative device users to our online services, we
      may
      fail to capture a sufficient share of an increasingly important portion of
      the
      market for user-generated video.





**Risks
      Related to Our Common Stock**




***You
      may have difficulty trading and obtaining quotations for our common stock.***





Our
      common stock is currently eligible for quotation on the NASD’s OTC Bulletin
      Board under the symbol “GOFH.OB.” Our common stock is not actively traded. 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 of our common stock and on our ability to raise additional capital.





***Applicable
      SEC rules governing the trading of “penny stocks” limits 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, and trades
      below $5.00 per share; therefore, our common stock is considered a “penny stock”
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.




29





***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 may become volatile, which could lead to losses by
      investors and costly securities litigation.***





The
      trading price of our common stock is likely 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.





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




The
      trading market for our common stock will depend 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.


30


***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, 2006, there were 23,099,230 **** shares
      of
      common stock outstanding (after giving effect to the stock split),
      3,610,865 shares reserved for issuance upon the exercise of outstanding
      options under our 2006 Equity Incentive Plan and 2004 Stock Plan, 4,213,836
      shares reserved for issuance upon the exercise of outstanding warrants or other
      securities, and 1,176,000 shares reserved for issuance upon the exercise of
      options that may be granted in the future under 2006 Equity Incentive Plan.
      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, future acquisitions, future sales of our securities
      for
      capital raising purposes, or for other business purposes. The future issuance
      of
      any such additional shares of our common stock 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 any capital raising efforts,
      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.




***Even
      though GoFish Corporation (f/k/a Unibio Inc.) is not a California corporation,
      your 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 and a majority of the business operations, revenue and
      payroll will be conducted in, derived from, and paid to residents of California.
      Therefore, depending on GoFish’s 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 500 Third Street, Suite 260, San Francisco,
      California 94107 and our phone number is (415) 738-8705. Our executive offices
      total approximately **** 5,000
      square feet. **** We
      currently lease such facilities for $6,000 per month. The term of the lease
      expired in January 2000 and we are currently leasing the facility on a
      month-to-month basis. In March 2007, we entered into a lease arrangement to
      rent
      9,801 square feet of new office space at 706 Mission Street, San Francisco,
      California. The lease begins in April 2007 and is for a term of 24 months.
      The
      monthly rental rate is $17,968.




31


**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 currently available for trading in the over-the-counter market
      and is quoted on the OTC Bulletin Board under the symbol “GOFH.OB.” Prior to our
      name change from Unibio Inc. to GoFish Corporation, our stock was quoted under
      the symbol “UBIO.” There is a very limited sales history for our common stock
      because it had never been traded prior to the merger.




As
      of
      December 31 **,** 2006,
      there were approximately 105 **** holders
      of record of shares of our common stock.





On
      December 31, 2006, the last reported sales price of our shares on the OTC
      Bulletin Board was $3.92. The following table sets forth the high and low sales
      prices per share of our common stock for the quarter ended December 31, 2006.
      Our common stock began publicly trading on October 31, 2006. These prices
      represent inter-dealer quotations without retail markup, markdown, or commission
      and may not necessarily represent actual transactions.





Period
            
            
            High
            
            
            LowOctober
                31, 2006 through December 31, 2006
            
            $
            4.70
            
            $
            2.50





**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.




32


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





As
      of
      the end of fiscal year 2006, we had the following securities
      authorized for issuance under (i) the 2004 Stock Plan, the former GoFish stock
      option plan that was adopted GoFish in connection with the merger, and (ii)
      the
      2006 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
            
            
            2,786,865
            
            $
            1.12
            
            
            0Equity
                compensation plans not approved by security holders
            
            
            824,000
            
            $
            2.33
            
            
            1,176,000Total
            
            
            3,610,865
            
            $
            1.38
            
            
            1,176,000





***2004
      Stock Plan***





In
      2004,
      our 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 GoFish 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, GoFish 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.





Shares
      issued under the 2006 Plan through the settlement, assumption or substitution
      of
      outstanding awards or obligations to grant future awards as a condition of
      acquiring another entity do not reduce the maximum number of shares available
      under the 2006 Plan. In addition, the number of shares of common stock subject
      to the 2006 Plan, any number of shares subject to any numerical limit in the
      2006 Plan, and the number of shares and terms of any incentive award shall
      be
      adjusted in the event of any change in our outstanding common stock by reason
      of
      any stock dividend, spin-off, split-up, stock split, reverse stock split,
      recapitalization, reclassification, merger, consolidation, liquidation, business
      combination or exchange of shares or similar transaction.




33





*Administration*





The
      compensation committee of our board of directors (or our board in the absence
      of
      such a committee) administers our 2006 Plan. Subject to the terms of the 2006
      Plan, the compensation committee or our board, as the case may be, has complete
      authority and discretion to determine the terms of awards under the 2006 Plan.
      We do not presently have a compensation committee and as such the 2006 Plan
      has
      been administered by our board since its inception.





*Grants*





The
      2006
      Plan authorizes the grant to 2006 Plan participants of nonqualified stock
      options, incentive stock options, restricted stock awards, restricted stock
      units, performance grants intended to comply with Section 162(m) of the Internal
      Revenue Code (the “Code”), and stock appreciation rights, as described below:





·
            Options
                granted under the 2006 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 shares of our common stock
                covered
                by an option 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.





·
            Restricted
                stock awards and restricted stock units may be awarded on terms and
                conditions established by the compensation committee, which may include
                performance conditions for restricted stock awards and the lapse
                of
                restrictions on the achievement of one or more performance goals
                for
                restricted stock units.





·
            The
                compensation committee may make performance grants, each of which
                will
                contain performance goals for the award, including the performance
                criteria, the target and maximum amounts payable, and other terms
                and
                conditions.





·
            The
                2006 Plan authorizes the granting of stock awards. The compensation
                committee will establish the number of shares of our common stock
                to be
                awarded and the terms applicable to each award, including performance
                restrictions.





·
            Stock
                appreciation rights (“SARs”) entitle the participant to receive a
                distribution in an amount not to exceed the number of shares of our
                common
                stock subject to the portion of the SAR exercised multiplied by the
                difference between the market price of a share of our common stock
                on the
                date of exercise of the SAR and the market price of a share of our
                common
                stock on the date of grant of the SAR.





*Duration,
      Amendment, and Termination*





Our
      board
      of directors has the power to amend, suspend or terminate the 2006 Plan without
      stockholder approval or ratification at any time or from time to time. No change
      may be made that increases the total number of shares of common stock reserved
      for issuance pursuant to incentive awards or reduces the minimum exercise price
      for options or exchange of options for other incentive awards, unless such
      change is authorized by our stockholders within one year of the date of such
      change. Unless sooner terminated, the 2006 Plan terminates ten years after
      it is
      adopted.




34


**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS.**





The
      financial and business analysis below provides information that we believe
      is
      relevant to an assessment and understanding of our financial position and
      results of operations. This financial and business analysis should be read
      in
      conjunction with the consolidated financial statements and related notes.





The
      Management’s Discussion and Analysis contains 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. GoFish’s actual results and the timing of events could
      differ materially from those anticipated in these forward-looking statements
      as
      a result of several factors, including those identified under the heading “Risk
      Factors” in this Annual Report on Form 10-KSB. We do not undertake any
      obligation to update forward-looking statements to reflect events or
      circumstances occurring after the date of this Annual Report on Form
      10-KSB.





As
      the
      result of the merger and the change in the business and operations of GoFish
      from a biotechnology company to an Internet video network, a discussion of
      the
      past financial results of Unibio is not pertinent and the financial results
      of
      GoFish Technologies, Inc., the acquirer for accounting purposes, are considered
      our financial results on a going-forward basis.





**Overview**





GoFish
      is
      a young and rapidly growing company in the emerging online video marketplace.
      We
      operate an Internet Video Network that showcases original, “Made-for-Internet”
programming developed by both amateur and professional video producers. Our
      expanding distribution network provides a unique platform for advertisers and
      talented content creators to reach our 16-34 year old target market of online
      video consumers. The first publicly traded company in the space and a pioneer
      in
      the development of Made-for-Internet (‘MFI’) programming, GoFish is a
      destination on the Web where millions of people come from around the world
      to
      watch, create, upload and share the best online video entertainment.





**Results
      of Operations**





The
      following discussion of the results of our operations and financial condition
      should be read in conjunction with our consolidated financial statements and
      related notes thereto included in Item 7 of this Annual Report on Form
      10-KSB.





***Summary***





*2006
      Results*





Our
      total
      revenues were $25,779 in 2006, decreasing 13.6% from the prior year amount
      of
      $29,825. The decrease was primarily due to our focus on expansion efforts and
      the growth of our network infrastructure necessary to support the substantial
      increases to our website traffic, which grew from 250,000 unique users per
      month
      at the beginning of 2006 to well over 2 million by the end of 2006.





Total
      costs of revenues and expenses were $5.1 million in 2006, increasing 159% from
      the prior year amount of $2.0 million. These increases were primarily due to
      personnel hires, public company costs, our build-out of technical and
      operational support infrastructure, and legal and accounting fees.





The
      loss
      from operations was $5.3 million in 2006, compared to a loss of $2.0 million
      during 2005. This decrease was primarily related to public company costs
      associated with legal, accounting, recruiting and corporate development, as
      well
      as increased expenses related to the ramp-up of our operations and network
      infrastructure.




35





*2007
      Outlook*





Management
      expects that revenue will increase in fiscal 2007 as a result of the expansion
      of our GoFish Network’s reach, scale and scope. In addition, if we are able to
      close our acquisition of Bolt, we would expect our revenue to further increase.
      We also expect to incur additional expenses for the development and expansion
      of
      our MFI programming, 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. Such gains would be further supported if
      we
      are able to close our acquisition of Bolt, which we believe will result in
      significantly increased advertising sales across our slate of MFI programming
      and the rest of our Network of properties.





We
      expect
      to continue experiencing an operating loss in 2007, despite the anticipated
      increase in revenue as we incur additional expenses for the development and
      expansion of our network and operational infrastructure. We anticipate that
      revenue increases will also be offset by non-recurring acquisition and business
      integration costs, higher marketing and promotional costs related to the launch
      of our MFI programs and other online products.





***Revenue***





We
      derive
      most 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;





·
            increased
                reach through syndication;





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





·
            the
                quality and relevance of the programming featured;





·
            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, online video
      consumption and consumers’ behavioral changes will eventually lead to a dramatic
      shift in ad revenues from traditional media to the Internet video segment.
      To
      take advantage of this, the main focus of our advertising programs is to provide
      usefulness to our advertisers, and relevancy to our users. We are continuing
      to
      take steps to increase our revenue by offering a comprehensive solution for
      advertising across our network of content, including our “Made-for-Internet”
programming which offers a unique and innovative approach to sponsorship by
      advertisers. We also intend to broaden our reach through syndication
      opportunities brought about by partnership agreements, mergers and acquisitions,
      and, in some cases, through purchase. Through this commitment to premium
      content, scaled distribution, and scope, we hope to broaden our appeal to the
      advertising community, which we believe will ultimately drive both the quality
      and quantity of constituents looking to advertise through the GoFish Network.




36





As
      we are
      still a company in the development stage, we have not yet realized significant
      amounts of revenue. The following table presents our revenues for the periods
      presented:





**Comparison
      of the Years Ended December 31, 2006 to 2005**





**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2006**
            
            **2005**
            
            **Change**Revenues
            
            $
            25,779
            
            $
            29,825
            
            
            (13.6
            )%





Revenues
      totaled $25,779 in 2006, as compared to $29,825 in 2005. Revenues in both
      periods consisted of advertising fees, primarily from text-based ads. The
      company’s primary focus over the course of the past year was on audience growth,
      expansion efforts to support that growth, product and technology innovation
      to
      improve user experience, acquisition-related activities and network
      infrastructure. All of this was critical, in our view, to support the
      substantial increases to our traffic, which grew from 250,000 unique users
      per
      month at the beginning of 2006 to well over 2 million by the end of 2006. We
      believe the 8x growth in our monthly unique user base was a direct result of
      our
      investments in these areas. This strategy continues to play to our advantage
      as
      the number of monthly unique users has subsequently grown to approximately
      8
      million.





With
      the
      completion of our private placement and reverse merger at the end of October
      2006, we were able to hire key additional personnel, and our employee headcount
      grew from 15 people to 27. Consequently, we were able to invest resources in
      completing the build-out of our internal advertising infrastructure to be able
      to fulfill on direct sales, sponsorships, and the optimization of third party
      advertising networks. We believe we are now well positioned to generate
      meaningful revenue in 2007.





*Costs
      of Revenues and Expenses*





Cost
      of
      revenue and expenses primarily consist of 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 key personnel in all areas of our business. Our
      technology group, consisting of programmers, engineers, software developers
      and
      web designers, are an integral unit of our organization, as we regard the growth
      of our audience as being critical to success. We believe this is achieved
      through the design and implementation of a compelling user-interface and
      experience, while simultaneously putting site operations and support systems
      in
      place to produce and maintain content for our website. Other investments in
      personnel include the hiring of production teams, specifically for the group
      responsible for the design, development, marketing, and implementation of our
      original, Made-for-Internet programming. We will continue to invest heavily
      in
      this area of our business, including sales and marketing, advertising, service
      and general corporate marketing and promotions, as we believe the success of
      our
      MFI programming is integral to our business.




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 advertising expenses related to our MFI programming, our company
      and our brand.





**Comparison
      of the Years Ended December 31, 2006 to 2005**





**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2006**
            
            **2005**
            
            **Change**Cost
                of revenues and expenses
            
            $
            5,171,998
            
            $
            1,996,419
            
            
            159.1
            %





Our
      cost
      of revenues and expenses were $5.2 in fiscal 2006, increasing 159% above the
      prior year total of $2.0 million. These increases were primarily due to
      personnel hires, public company costs, our build-out of technical and
      operational support infrastructure, and professional fees.




37





New
      hires
      doubled the size of our employee base (from 15 to 27 full- and part-time
      personnel) and we incurred associated increases in salaries, wages and operating
      costs to support the growth of GoFish. We incurred approximately $2.4 million
      in
      personnel related costs in 2006, a 69% increase over 2005.





In
      order
      to effectively serve our rapidly growing user-base, we steadily invested in
      major expansion efforts around the network operations and content delivery
      network functions that are critical to the quality of our service. We invested
      in the further build-out of the technical infrastructure and technology
      operations systems, especially in the areas of Web design, video production,
      product development, quality assurance, and other costs affiliated with the
      quality, look, feel, and user experience of our Website. These expenses were
      approximately $0.5 million during fiscal 2006.





We
      also
      invested in software development and R&D activities focusing on the
      build-out of the primary advertising technology infrastructure. These
      investments were made in order to put systems in place that will eventually
      enable us to drive and support revenue generating activities across the site.
      This initial investment in the core advertising technologies and platform has
      led to a fully functional ad operations unit within the company that now drives
      all revenue generation processes. In 2006, our expenses related to this
      infrastructure, not including employee-related costs, were approximately $0.6
      million.





We
      experienced our most significant cost increases in the area of public company
      costs resulting from our decision to conduct a reverse merger. These included
      corporate development, general and administrative, legal, accounting, public
      relations, and investor relations services, which amounted to approximately
      $1.6 million in expenses. The majority of these expenses were incurred in
      the second half of 2006.





***Other
      Income and Expenses***





Other
      income and expenses in 2006 were due primarily to increases in interest expense
      relating to debt, which was subsequently retired in full upon the closing of
      our
      reverse merger in the fourth quarter.





**Comparison
      of the Years Ended December 31, 2006 and 2005**





**Year**
            
            **Year****Ended**
            
            **Ended****December
                31,**
            
            **December
                31,**
            
            **Percent****2006**
            
            **2005**
            
            **Change**Miscellaneous
                income
            
            $
            16,149
            
            $
            798
            
            
            N/AInterest
                expense
            
            
            (181,826
            )
            
            (34,235
            )
            
            431.1
            %Total
                other income (expense)
            
            $
            (165,677
            )
            $
            (33,437
            )
            
            395.5
            %





Other
      expense in 2006 was $165,677 and was due primarily to an increase in interest
      expense relating to debt. In 2006, we issued an additional $826,650 of
      Convertible Promissory Notes, a Note Payable in the amount of $100,000 and
      Bridge Notes totaling $800,000. As of September 30, 2006, we were in default
      on
      the note payable. On the closing of our reverse merger in October 2006 and
      the
      contemporaneous closing of our private placement, all the Convertible Promissory
      Notes along with interest was either converted into common stock or repaid
      and
      the Note Payable and Bridge Notes along with interest were repaid.





Cash
      used
      in operating activities was $4,618,743 for the year ended December 31, 2006,
      compared to cash used in operating activities of $1,608,717 for the year ended
      December 31, 2005. Operating losses resulted in a use of cash and working
      capital and non cash expenses provided a source of cash to GoFish for the years
      ended December 31, 2006 and 2005. Cash was provided by operating activities
      for
      the years ended December 31, 2006 and 2005 primarily due to our continued
      management of cash. We were able to offset cash used to fund our operating
      losses by deferring cash payments to our vendors. Cash flows were inadequate
      to
      cover expenditures for cost of revenues and expenses and cash was used to fund
      operating losses.




38





In
      the
      year ended December 31, 2006, the primary use of cash in operating activities
      was a $5,311,896 net loss, and a $210,915 increase in prepaid expenses. In
      the
      year ended December 31, 2006, the primary source of cash provided by operating
      activities was $48,607 of depreciation and amortization, $533,774 in stock-based
      compensation, $104,471 in non cash expenses, a $11,472 decrease in accounts
      receivable, a $164,559 increase in accounts payable, and a $40,845 increase
      in
      accrued liabilities.





In
      the
      year ended December 31, 2005, the primary use of cash in operating activities
      was a $2,000,031 net loss and a $16,561 increase in accounts receivable. In
      the
      year ended December 31, 2005, the primary source of cash provided by operating
      activities was $26,203 of depreciation and amortization, $57,935 in stock-based
      compensation, a $265,489 increase in accounts payable, and a $58,588 increase
      in
      accrued liabilities.





Net
      cash
      provided by investing activities was $6,953,104 for the year ended
      December 31, 2006 as compared to net cash used in investing activities of
      $49,607 for the year ended December 31, 2005.





In
      the
      year ended December 31, 2006, cash provided from investing activities was
      $8,822,698 from the cash acquired in reverse merger. Cash used in investing
      activities was $140,866 and $49,607 for the years ended December 31, 2006 and
      2005. Cash was used in investing activities to purchase property and equipment
      needed to support our operations and was used to make advances to a founder
      and
      stockholder. In addition, an additional $1,728,728 is being held in escrow
      until
      certain securities filings are completed.





Cash
      provided by financing activities was $991,443 and $1,515,094 for the years
      ended
      December 31, 2006 and 2005, with borrowings and proceeds from the issuance
      of
      preferred and common stock as the source of cash provided by financing
      activities. For the year ended December 31, 2006, $1,726,650 was provided from
      borrowings under debt obligations and $384,793 of advances from a shareholder
      and $1,120,000 was used for the repayment of debt. For the year ended December
      31, 2005, $1,421,000 was provided from borrowings under debt obligations and
      $94,094 was provided for the issuance of preferred stock, net of issuance costs.





**Critical
      Accounting Policies**





Our
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America. The preparation of these
      financial statements requires it to make estimates and judgments that affect
      the
      reported amounts of its assets, liabilities, revenue and expenses. We base
      our
      estimates on historical experience and on various other assumptions that awe
      believe to be reasonable under the circumstances, the results of which form
      the
      basis for making judgments about the carrying values of assets and liabilities
      that are not readily apparent from other sources. Actual results may differ
      from
      these estimates under different assumptions or conditions.





We
      have
      identified the following as critical accounting policies to our
      Company:





·
            Revenue
                recognition;





·
            Accounting
                for stock based compensation;





·
            Property
                and equipment;





·
            Impairment
                of long-lived assets;





·
            Income
                taxes; and





·
            Advertising
                and promotion costs.




39




***Revenue
      Recognition***





GoFish’s
      revenues are derived primarily from advertising programs. Revenue is recognized
      when pervasive evidence of a sponsorship arrangement exists, delivery occurs
      and
      services are rendered, and at such time when the ads appear on www.gofish.com.





***Accounting
      for Stock Based Compensation***




Effective
      January 1, 2006, GoFish adopted the provision of Statement of Financial
      Accounting standards (“SFAS”) No. 123 (R), “Share-Based Payment”, which
      establishes accounting for equity instruments exchanged for employee services.
      Under the provisions of SFAS No. 123 (R), 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 employee’s requisite service period,
      generally the vesting period of the equity grant. Before January 1, 2006, GoFish
      accounted for share-based compensation to employees in accordance with
      Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
      Employees,” and related interpretations. GoFish also followed the disclosure
      requirements of SFAS No. 123, “Accounting for Stock Based Compensation”. GoFish
      elected to adopt the modified prospective transition method as provided by
      SFAS
      No. 123 (R) beginning January 1, 2006 and, accordingly, financial statement
      amounts presented have not been restated to reflect the fair value method of
      expensing share-based compensation.





Prior
      to
      January 1, 2006, GoFish used the intrinsic value method to record stock-based
      compensation for employees, which requires that deferred stock-based
      compensation be recorded for the difference between an option’s exercise price
      and the fair value of the underlying common stock on the grant date of the
      option.





***Property
      and Equipment***





****** Property
      and equipment are stated at cost and depreciated using the straight-line method
      over the estimated useful lives of the assets, generally three years. Costs
      of
      maintenance and repairs that do not improve or extend the lives of the
      respective assets are expensed as incurred. 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.





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





GoFish
      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, GoFish 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
      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, 2006.





***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 bases, 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 carry-forwards and other deferred tax assets where it is more likely
      than not that such loss carry-forwards and deferred tax assets will not be
      realized.





***Advertising
      and Promotion Costs***





Expenses
      related to advertising and promotions of products are charged to expense as
      incurred. Advertising and promotional costs totaled $243,048 and $55,696 for
      the
      years ended December 31, 2006 and 2005.




40




**Recent
      Accounting Pronouncements**





In
      June
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (“FIN 48”), which is an interpretation of SFAS No. 109,
“Accounting for Income Taxes” (“SFAS 109”). FIN 48 clarifies the accounting for
      uncertainty in income taxes recognized in an enterprise’s financial statements
      in accordance with SFAS 109 and prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return. FIN 48 also
      provides guidance on derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure, and transition. FIN 48 is effective
      for fiscal years beginning after December 15, 2006. We do not believe that
      the
      adoption of FIN 48 will have a significant effect on our financial
      statements.





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
      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.





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.





**Liquidity
      and Capital Resources**





To
      date,
      GoFish has funded its operations primarily through private sales of equity
      securities and borrowings. As of December 31, 2006, GoFish had raised a total
      of
      $3,190,480 in debt, $647,142 in preferred stock, net of issuance costs, and
      received $384,793 in advances from a stockholder. As of December 31, 2006,
      GoFish’s sources of liquidity consisted of $3,369,542 in cash and working
      capital of $2,649,009.





Through
      December 31, 2006, GoFish issued $2,247,650 of convertible promissory notes.
      All
      the convertible promissory notes along with interest was either converted into
      common stock or repaid in 2006, in connection with the closing of the private
      offering discribed below.





In
      2006,
      we were in default on principal and interest payment on some of these
      convertible promissory notes. We solicited from the holders of the convertible
      promissory notes subscriptions for units in our October 2006 private placement
      offering. Rather than accepting cash consideration for units acquired by these
      note holders, we agreed to issue units at a rate of one unit for each $1.50
      of
      debt (including accrued interest) in consideration of the note holders’
cancellation of the existing notes. We paid, in full, the principal plus
      interest due on the applicable notes to any note holder who elected not to
      acquire units in GoFish’s private offering which closed on October 27, 2006. The
      total amount of such convertible promissory notes that were paid in full was
      $1,020,000.


In
        October 2006, Unibio closed a private offering of 8,166,667 units
        of its securities at a purchase price of $1.50 per unit, with each unit
        consisting of one share of common stock and a warrant to purchase one-half
        of
        one share of common stock at an exercise price of $1.75 per share. The reverse
        merger was consummated in connection with the private offering. In exchange
        for
        the units sold at the offering, Unibio received net proceeds of $8,822,698,
        $869,463 for the cancellation of loans and $1,295,540 in cancelled convertible
        promissory notes as described above.




In
      2006,
      we issued a $100,000 note payable to one of our shareholders. The note payable
      was due April 30, 2006 and bore interest at a rate of 10% per year. As of
      September 30, 2006, we were in default on the note payable. At the closing
      of
      the private offering in October 2006, this debt was retired in full with
      proceeds of our private offering.




41





In
      2006,
      we also issued bridge notes in the principal amount of $800,000 to Internet
      Television Distribution LLC. The bridge notes were due October 31, 2006 and
      bore
      interest at a rate of 5% per month. The bridge notes were secured by existing
      and future personal property, including patents, trademarks, and copyrights.
      At
      the closing of the private offering  in October 2006, these notes were
      cancelled in full (including principal and interest) and Internet Television
      Distribution LLC received in exchanged 579,642 units in our private placement
      offering in October 2006.





If
      our
      capital resources are unable to meet our capital requirements, we will have
      to
      raise additional funds. We may be unable to raise sufficient additional capital
      when we need it or to raise capital on favorable terms. The sale of equity
      or
      convertible debt securities in the future may be dilutive to our stockholders,
      and debt financing arrangements may require us to pledge certain assets and
      enter into covenants that could restrict certain business activities or our
      ability to incur further indebtedness and may contain other terms that are
      not
      favorable to us or our stockholders. If we are unable to obtain adequate funds
      on reasonable terms, we may be required to curtail operations significantly
      or
      to obtain funds by entering into financing agreements on unattractive
      terms.





**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.





At
      December 31, 2006, GoFish had $3,369,542 in cash. A hypothetical 10% increase
      or
      decrease in interest rates would not have a material impact on its earnings
      or
      losses, or the fair market value or cash flow from cash.





**Off-Balance
      Sheet Arrangements**





For
      the
      fiscal years ended December 31, 2006 and 2005 we did not have any off-balance
      sheet arrangements as defined in Item 303(c) of Regulation S-B, promulgated
      by the SEC.





**ITEM
      7. FINANCIAL STATEMENTS.**





Our
      consolidated financial statements, along with the report of our independent
      registered public accounting firm thereon, are attached to 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. CONTROLS AND PROCEDURES.**





**(a)
      Evaluation of Disclosure Controls and Procedures**





The
      term
“disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e)
      of the Exchange Act. This term refers to the controls and procedures of a
      company that are designed to ensure that information required to be disclosed
      by
      a company in the reports that it files under the Exchange Act is recorded,
      processed, summarized, and reported within the required time periods.





GoFish
      maintains disclosure controls and procedures that have been designed to ensure
      that information related to GoFish is recorded, processed, summarized and
      reported on a timely basis. We review these disclosure controls and procedures
      on a periodic basis.





42




During
      the first quarter of 2007, we signed a definitive merger agreement with Bolt
      as
      described further in Item 1, Part I of this Form 10-KSB. As a result, resources
      in our accounting department devoted significant time during the first quarter
      to matters relating to that agreement. We subsequently allocated accounting
      resources to the completion of our year-end audit and preparation of this Form
      10-KSB, but were unable to file this Form 10-KSB within the prescribed time
      period because we needed additional time to complete a review of the information
      required to be included in the Form 10-KSB and to complete the outside audit
      of
      our financial statements. However, we were able to file this report within
      the
      15-day extension period provided by Rule 12b-25.




Based
      upon their evaluation as of the end of the period covered by this report, and
      in
      light of our filing of a Form 12b-25 to extend the filing deadline for this
      report, our principal executive officer and principal financial officer
      concluded that our disclosure controls and procedures were not effective as
      of
      December 31, 2006. This deficiency consisted primarily of inadequate staffing
      in
      our accounting department. However, since that date and up to the filing date
      of
      this report, we have allocated additional resources in our accounting department
      to the preparation of our financial statements and periodic reports. Further,
      as
      internal control issues have been identified, management has taken steps to
      remediate such matters. If additional internal control issues come to light,
      management intends to address them promptly. Prior to becoming a public company
      in October 2006, we were a small private company with a very limited staff
      in
      our accounting and finance department. However, since becoming a public company,
      we have implemented improvements to our policies and procedures and our
      accounting and finance department. As our business develops, we expect to
      continue to develop, mature and implement various procedures relating to our
      disclosure controls and procedures.





**(b)
      Changes in Internal Control over Financial Reporting**





No
      change
      in our internal control over financial reporting (as defined in Rules 13a-15(f)
      and 15d-15(f) under the Exchange Act) occurred during the period covered by
      this
      report that has materially affected, or is 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
            
            34
            
            Chief
                Executive Officer and DirectorTabreez
                Verjee
            
            31
            
            President
                & DirectorGreg
                Schroeder
            
            39
            
            Chief
                Technology OfficerLennox
                L. Vernon
            
            60
            
            Chief
                Accounting Officer & Director of OperationsPeter
                Guber
            
            65
            
            DirectorRiaz
                Valani
            
            30
            
            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.




43





**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.





**Tabreez
      Verjee** , *President
      &* *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, where he has worked since 1997. Mr. Verjee was
      most recently the managing partner of a management company 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. He
      currently serves as a director of kiva.org and is a charter member of
      Tie.





**Riaz
      Valani** , *Director*





Riaz
      Valani joined GoFish’s 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 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.





**Greg
      Schroeder** , *Chief
      Technology Officer*





Greg
      Schroeder joined GoFish as its Chief Technology Officer on October 30, 2006.
      Mr.
      Schroeder brings over 20 years of in-depth experience in the technology
      industry. Prior to joining GoFish and since 2002, Mr. Schroeder was Chief
      Architect and Director of New Business at Kodak Imaging Network. Mr. Schroeder
      was responsible for internal systems and processes, as well as intra-corporate
      and inter-corporate partnerships. From 2001 to 2002, Mr. Schroeder was a
      principal architect at Manguistics, Inc. Previously, Mr. Schroeder held key
      managerial and technical leadership positions in several companies across a
      variety of industries, from enterprise solutions to application service
      providers to relational databases, including ProBusiness (ADP), Illustra
      (Informix, IBM) and Britton Lee (Teradata, NCR, AT&T). Mr. Schroeder
      attended Harvard and UCLA, graduating with degrees in Linguistics and Computer
      Science.




44





**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.





**Peter
      Guber** , *Director*





Peter
      Guber joined GoFish’s 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.





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.





**Board
      of Directors and Corporate Governance**





GoFish’s
      board of directors consists of four members: Michael Downing, Peter Guber,
      Riaz
      Valani and Tabreez Verjee. There is one vacancy on the five-member board. The
      board has commenced a search for qualified candidates to fill the vacancy on
      the
      board of directors.





Our
      board
      of directors did not hold any formal meetings since the reverse merger was
      completed in October 2006, but given the board’s size numerous informal meetings
      were held since the reverse merger and the board acted by written consent on
      several occasions.





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




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





**Board
      Committees**




GoFish
      has not formally designated a nominating committee, an audit committee, a
      compensation committee, or committees performing similar functions. Based on
      GoFish’s small size and its early development stage, the board has not yet
      designated such committees. Unibio did not designate such committees before
      the
      reverse merger was completed. The board intend to designate one or more such
      committees as soon as practicable.




45





The
      board
      of directors intends to appoint such persons and form such committees as are
      required to meet the corporate governance requirements imposed by Sarbanes-Oxley
      and the national securities exchanges. 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, the 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 the 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.





**Code
      of Ethics**





Given
      GoFish’s small size and the early development stage of its business, GoFish has
      not formally adopted a written code of ethics that applies to GoFish’s principal
      executive officer, principal financial officer or controller, or persons
      performing similar functions. Unibio did not adopt a written code of ethics
      before the reverse merger was completed. We intend to formalize and adopt a
      written code of ethics as soon as practicable.





**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
      the 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 the board of directors, or to a specific
      director, may do so by delivering a letter to the Secretary of the company
      at
      500 Third Street, Suite 260, San Francisco, California 94107. 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 the 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 the last
      two completed fiscal years for our principal executive officer, each other
      executive officer serving as such whose annual compensation exceeded $100,000
      and up to two additional individuals for whom disclosure would have been made
      in
      this table but for the fact that the individual was not serving as an executive
      officer of our company at the end of our fiscal year. Such officers are referred
      to herein as our “Named Executive Officers.”





46


**Summary
      Compensation Table**


**(a)**
              
              **(b)**
              
              **(c)**
              
              **(d)**
              
              **(e)**
              
              **(f)**
              
              **(g)**
              
              **(h)**
              
              **(i)**
              
              **(j)****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**
                **($)(2)**
              
              **Total**
                **($)****Michael
                  Downing**
              
              
              2006
              
              $
              97,168
              
              
              —
              
              
              —
              
              $
              275,000
              
              
              —
              
              
              —
              
              $
              9,519
              
              $
              381,687Chief
                  Executive Officer
              
              
              2005
              
              $
              72,000
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              $
              788
              
              $
              72,788**Greg
                  Schroeder**
              
              
              2006
              
              $
              39,205
              
              
              —
              
              
              —
              
              $
              151,250
              
              
              —
              
              
              —
              
              $
              3,548
              
              $
              194,003Chief
                  Technology Officer
              
              
              2005
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —


(1)
            The
                amounts shown in column (f) represent the compensation costs of stock
                options for financial reporting purposes for fiscal year 2006 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
                2006
                and 2005. There can be no assurance that the FAS 123(R) amounts will
                ever
                by realized.





**Outstanding
      Equity Awards**


**(a)**
              
              **(b)**
              
              **(c)**
              
              **(d)**
              
              **(e)**
              
              **(f)**
              
              **(g)**
              
              **(h)**
              
              **(i)**
              
              **(j)****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**
                **Incentive**
                **Plan Awards:**
                **Market
                  or**
                **Payout
                  Value**
                **of
                  Unearned**
                **Shares,
                  Units**
                **or
                  Other**
                **Rights
                  That**
                **Have
                  Not**
                **Vested****Name**
              
              **Exercisable**
              
              **Unexercisable**
              
              **(#)**
              
              **($)**
              
              **Date**
              
              **(#)**
              
              **($)**
              
              **(#)**
              
              **($)****Michael
                  Downing**
              
              
              —
              
              
              500,000
              
              
              —
              
              $
              1.50
              
              
              10/27/2016
              
              
              500,000
              
              $
              1,960,000
              
              
              —
              
              
              —**Greg
                  Schroeder**
              
              
              —
              
              
              275,000
              
              
              —
              
              $
              1.50
              
              
              10/30/2016
              
              
              275,000
              
              $
              1,078,000
              
              
              —
              
              
              —


**Compensation
      of Directors**





Other
      than an option award to Peter Guber upon his appointment to the board of
      directors, there are currently no compensation arrangements in place for members
      of the board. Mr. Guber was awarded an option to purchase 500,000 shares of
      common stock, at an exercise price of $1.50 per share, upon his appointment
      to
      the board. The amount of compensation costs of such stock options for financial
      reporting purposes for fiscal year 2006 under FAS 123(R) was $275,000. There
      can
      be no assurance that the FAS 123(R) amount will ever by realized.





**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 April 12, 2007. 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, 500 Third Street, Suite 260, San Francisco, CA 94107. ****





**Beneficial Owner**
            
            **Shares of Common**
              **Stock Beneficially**
              **Owned**
            
            **Percentage of Class of**
              **Shares Beneficially**
              **Owned(1)**Michael
                Downing
            
            
            1,648,670
            
            
            6.8
            %Riaz
                Valani
            
            
            4,522,055
            (2)
            
            18.4
            %Tabreez
                Verjee
            
            
            4,394,463
            (3)
            
            18.0
            %Peter
                Guber
            
            
            102,315
            (4)
            
            0.4
            %Executive
                Officers and Directors as Group (6 persons)
            
            
            6,298,041
            
            
            25.5
            %


(1)  Beneficial
      ownership percentages are calculated based on 24,130,285 shares of common stock
      issued and outstanding as of April 12, 2007. 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 of common stock underlying
      options or warrants held by that person that are currently exercisable or
      exercisable within 60 days of April 12, 2007. The shares issuable pursuant
      to
      the exercise of those options or warrants are deemed outstanding for computing
      the percentage ownership of the person holding those options and warrants 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.


47





(2)
      Includes 46,805
      shares of common stock, 91,992 shares underlying stock options and 13,795
      warrants exercisable within 60 days of April 12, 2007 held by Mr. Valani and4,079,642 of common stock and warrants to purchase 289,821 shares of
      common stock, exercisable within 60 days of April 12, 2007, held by Internet
      Television Distribution LLC. Mr. Valani is a member of Internet Television
      Distribution LLC and has shared voting and investment power over the shares
      owned of record by Internet Television Distribution LLC.


(3)
        Includes 25,000 shares of common stock held by a relative of Mr. Verjee
      and  4,079,642 shares of common stock and warrants to purchase 289,821
      shares of common stock, exercisable within 60 days of April 12, 2007, held
      by
      Internet Television Distribution LLC. Mr. Verjee is a member of Internet
      Television Distribution LLC and has shared voting and investment power over
      the
      shares owned of record by Internet Television Distribution LLC.





(4)
        Includes 102,315 shares underlying stock options exercisable within
      60 days of April 12, 2007.





Information
      regarding equity compensation plans is included in Item 5 hereof and is hereby
      incorporated by reference.





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





**Transactions
      with GoFish Technologies, Inc. Founders - Edward Casey and Michael
      Downing**





On
      May 7,
      2003 and October 15, 2004, Michael Downing, the Chief Executive Officer and
      co-founder of GoFish entered into stock purchase agreements with GoFish pursuant
      to which he purchased a total of 7,200,000 (2,484,375 shares post reverse
      merger) shares of common stock, for total consideration of $805. On October
      22,
      2004, GoFish entered into a stock restriction agreement with Michael Downing
      (the “Stock Restriction Agreement”). Under the Stock Restriction Agreement,
      3,600,000 (1,242,187 shares post reverse merger) shares of common stock held
      by
      Mr. Downing became subject to a repurchase option by GoFish (the “Restricted
      Shares”). Under the terms of the Stock Restriction Agreement, all Restricted
      Shares would have been released from GoFish’s repurchase option as of November
      1, 2006. Under the terms of the merger Agreement, GoFish waived its right to
      repurchase the Restricted Shares.




48





In
      September, 2005 and June, 2006, GoFish entered into Stock Repurchase Agreements
      with Michael Downing (the “Repurchase Agreements”). Under the terms of the
      Repurchase Agreements, Mr. Downing sold GoFish a total of 2,656,511 shares
      of
      common stock for a purchase price of $265.20.




In
      2004
      and 2005, GoFish advanced an aggregate of $17,216 to Michael Downing which
      Michael Downing has yet to repay.




On
      Apri1
      21, 2006, Michael Downing made a loan to GoFish in the principal amount of
      $100,000 (the “Downing Loan”). The Downing Loan bears interest at a rate of 10%,
      compounded annually. The Downing Loan was due on April 30, 2006, and was repaid
      by us on the October 27, 2006.





**Transactions
      with ITD and its Affiliates**





Riaz
      Valani and Tabreez Verjee, who currently serve as two of our directors, entered
      into consulting agreements with ITD. on September 28, 2006. Under the terms
      of the consulting agreements, Messrs. Valani and Verjee provide advisory
      services to ITD. The consulting agreements have a term of one year and may
      be
      renewed with the consent of the parties. Compensation under the consulting
      agreements is $100 each per year as well as the reimbursement of all reasonable
      expenses incurred. ITD also has a consulting agreement with GoFish, pursuant
      to
      which it provides advisory services to GoFish related to GoFish’s operational
      and strategic business strategy. ITD’s sole stockholder is Internet
      Television Distribution LLC, in which Messrs. Verjee and Valani are the
      only members.





On
      October 27, 2006, and in accordance with the merger agreement, ITD Acquisition
      Corp., our wholly-owned subsidiary, merged with and into ITD, with ITD
      remaining as the surviving entity and a wholly-owned subsidiary of ours. In
      connection with such merger, we issued 3,500,000 shares of common stock
      to Internet Television Distribution LLC the sole shareholder
      of ITD, in exchange for the issued and outstanding shares of ITD. Following
      the merger, ITD continues to provide advisory and consulting services to
      GoFish.





GoFish
      and Internet Television Distribution LLC were parties to a Loan Agreement (the
      “Loan Agreement”), dated August 22, 2006, as subsequently amended on September
      22 and September 28, 2006. Under the terms of the Loan Agreement, GoFish became
      indebted to Internet Television Distribution LLC in the approximate amount
      of
      $869,463 (including interest) (the “Loan”) as a result of funds borrowed by
      GoFish from Internet Television Distribution LLC since August 22, 2006. The
      Loan
      was scheduled to mature on October 31, 2006 but could have been extended in
      connection with the October 27, 2006 mergers. Interest accrued on the Loan
      at
      the rate of 5% per month, and the terms of the Loan provided for additional
      interest payments in certain circumstances. The Loan was secured by a security
      interest in all of GoFish’s existing and future personal property, including its
      patents, trademarks and copyrights, as granted by several security agreements.
      Michael Downing also pledged all shares of GoFish common stock owned by him
      to
      Internet Television Distribution LLC as additional collateral for GoFish’s
      obligations under the Loan Agreement. The Loan Agreement contained covenants
      pursuant to which GoFish agreed not to take certain actions until repayment
      of
      the Loan.





In
      connection with our private offering that closed concurrently with the mergers,
      Internet Television Distribution LLC agreed to convert the Loan into units
      at
      the rate of one unit for each $1.50 of unpaid principal and accrued interest
      of
      the Loan. As of October 27, 2006, Internet Television Distribution LLC cancelled
      the debt in full and received 579,642 units in the private offering. Upon
      conversion of the Loan, Internet Television Distribution LLC’s security interest
      was terminated and discharged, and GoFish was no longer subject to the
      obligations of the Loan Agreement. Internet Television Distribution LLC further
      agreed, upon the conversion of the Loan into units, to forgo any interest beyond
      5% per month.




49





**Other
      Transactions**





Prior
      to
      October 27, 2006, we transferred all of our operating assets and liabilities
      to
      our wholly-owned subsidiary, GF Leaseco, Inc., and on October 27, 2006,
      split-off GF Leaseco, Inc. through the sale of all of the outstanding capital
      stock of GF Leaseco, Inc. In connection with the split-off, 9,166,666 shares
      of
      common stock held by two former directors of our company prior to the reverse
      merger were surrendered and cancelled without further consideration.





In
      connection with the October 30, 2006 appointment of Peter Guber to our board
      of
      directors, we granted to Mr. Guber, options to purchase 500,000 shares of common
      stock at a price of $1.50 per share. One-twelfth (1/12) of the option vest
      on
      each quarterly anniversary of the date of grant.





**Director
      Independence**





The
      following directors sit on our board of directors: Michael Downing, Peter Guber,
      Riaz Valani and Tabreez Verjee. We believe that Peter Guber is an “independent”
director as that term is defined by SEC rules. GoFish does 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 certain fees paid to Rowbotham & Company LLP, our
      independent registered public accounting firm, for services in the fiscal period
      ended December 31, 2006. In determining the independence of Rowbotham &
Company LLP, the board of directors acting as the audit committee considered
      whether the provision of non-audit services is compatible with maintaining
      Rowbotham & Company LLP’s independence.





**2006**
            
            **2005**Audit
                Fees
            
            $
            246,956
            
            $
            —Audit-Related
                Fees
            
            
            —
            
            
            —Tax
                Fees
            
            
            —
            
            
            —All
                Other Fees
            
            
            —
            
            
            —Total
                Fees
            
            $
            246,956
            
            $
            —




Below
      is
      a description of the nature of services comprising the fees disclosed for each
      category above.




The
      total
      audit fees and reimbursement of expenses paid to Rowbotham & Company LLP
      were $246,956 for the audits performed during the year ended December 31,
      2006, the reviews of the quarterly financial statements and audit services
      provided in connection with other statutory or regulatory filings.





50


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, GoFish Corporation has duly caused this report to be signed
      on
      its behalf by the undersigned, thereby duly authorized on April 16,
      2007.


GoFish
                CorporationBy:
            /s/ Michael DowningName:
                Michael DowningTitle:
                Chief Executive Officer




In
      accordance with the Securities Exchange Act of 1934, as amended, 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
              
              Michael
                Downing
            
            Chief
                Executive Officer and Director (Principal Executive
                Officer)
            
            April
                16, 2007/s/ Lennox
                L. Vernon
              
              Lennox
                L. Vernon
            
            Chief
                Accounting Officer and Director of Operations (Principal Financial
                Officer
                & Principal Accounting Officer)
            
            April
                16, 2007/s/
Tabreez
                Verjee
              
              Tabreez
                Verjee
            
            President
                and Director
            
            April
                16, 2007/s/ Riaz
                Valani
              
              Riaz
                Valani
            
            Director
            
            April
                16, 2007/s/ Peter
                Guber
              
              Peter
                Guber
            
            Director
            
            April
                16, 2007





S-1




**EXHIBIT
      INDEX**




**Exhibit
                No.**
            
            **Document
                Description**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 filed
                with the Securities and Exchange Commission on October 31,
                2006)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).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 filed with the Securities and Exchange Commission
                on
                September 22, 2006)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).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 filed with the Securities and Exchange
                Commission on October 31, 2006)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 filed with the Securities and Exchange Commission on
                October
                31, 2006)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 filed with the Securities and Exchange Commission on
                October
                31, 2006)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 filed with the Securities and Exchange Commission on
                October
                31, 2006)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 filed with the Securities and Exchange Commission
                on
                October 31, 2006)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 filed with the Securities and
                Exchange Commission on October 31, 2006)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 filed with the Securities and Exchange Commission on
                October
                31, 2006)




S-2




**Exhibit
                No.**
            
            **Document
                Description**


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 filed with the Securities and Exchange Commission on
                October
                31, 2006)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 filed with the Securities and Exchange
                Commission on October 31, 2006)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 filed with the Securities and
                Exchange Commission on October 31, 2006)10.7
            
            2006
                Equity Incentive Plan (Incorporated by reference to Exhibit 10.7
                to
                Registrant’s Current Report on Form 8-K filed with the Securities and
                Exchange Commission on October 31, 2006)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 filed
                with the Securities and Exchange Commission on October 31,
                2006)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 filed
                with the Securities and Exchange Commission on October 31,
                2006)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 filed with the Securities and
                Exchange Commission on November 3, 2006)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 filed with the Securities and
                Exchange Commission on November 3, 2006)10.12
            
            Strategic
                Alliance Agreement between GoFish Corporation and Kaleidescope 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 filed
                with the Securities and Exchange Commission on December 28,
                2006)10.13
            
            Form
                of Base Warrant issued to designees of Kaleidescope 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 filed with the
                Securities and Exchange Commission on December 28,
                2006)10.14
            
            Employment
                Agreement dated as of February 26, 2007 by and between Tabreez Verjee
                and
                GoFish Corporation (Incorporated by reference to Exhibit 10.1 to
                Registrant’s Current Report on Form 8-K filed with the Securities and
                Exchange Commission on March 2, 2007)10.15
            
            Amendment
                to Employment Agreement dated as of February 26, 2007 by and between
                Michael Downing and GoFish Corporation (Incorporated by reference
                to
                Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the
                Securities and Exchange Commission on March 2, 2007)21.1
            
            Subsidiaries
                of GoFish Corporation*23.1
            
            Consent
                of Independent Registered Public Accounting
                Firm




S-3




**Exhibit
                No.**
            
            **Document
                Description**


31.1
            
            Certificate
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002*31.2
            
            Certificate
                of the Chief Accounting Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002*32.1
            
            Certification
                of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002*32.2
            
            Certification
                of the Chief Accounting Officer pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002*





*
      Filed
      herewith.




S-4


**Index
      to Consolidated Financial Statements**





**Audited
                Financial Statements**
            
            **Page**Report
                of Independent Registered Public Accounting Firm
            
            F
                -
                2Consolidated
                Balance Sheet for the year ended December 31, 2006
            
            F
                -
                3Consolidated
                Statements of Operations for the years ended December 31,
                2006
            
            F
                -
                4and
                for the period from May 13, 2003 (inception) to December 31,
                2006Consolidated
                Statements of Stockholders’ Equity for the years ended December 31,
                2006
            
            F
                -
                5 to F - 8and
                for the period from May 13, 2003 (inception) to December 31,
                2006Consolidated
                Statements of Cash Flows for the years ended December 31,
                2006
            
            F
                -
                9and
                for the period from May 13, 2003 (inception) to December 31,
                2006Notes
                to the Consolidated Financial Statements
            
            F
                -
                10 to F - 25




F-1


**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, 2006, 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,
      2006
      and for the period from May 13, 2003 (inception) to December 31, 2006. 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
      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, 2006, and the results of their operations and their cash flows for each
      of
      the years in the two year period ended December 31, 2006 and for the period
      from
      May 13, 2003 (inception) to December 31, 2006, in conformity with accounting
      principles generally accepted in the United States of America.





As
      discussed in Note 1 to the consolidated financial statements, effective January
      1, 2006, the Company changed its method of accounting for stock-based
      compensation in accordance with Statement of Financial Accounting Standards
      No.
      123 (R), “Share-Based Payments”.





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


April
      9,
      2007


F-2


**Consolidated
      Balance Sheet**





**December
                31,****2006****Assets**Current
                assets:Cash
            
            $
            3,369,542Restricted
                cash
            
            
            1,728,728Accounts
                receivable
            
            
            5,152Due
                from founder and stockholder
            
            
            17,216Prepaid
                expenses
            
            
            210,915Total
                current assets
            
            
            5,331,553Property
                and equipment, net
            
            
            157,320Other
                assets
            
            
            10,000Total
                assets
            
            $
            5,498,873**Liabilities
                and Stockholders’ Equity (Deficit)**Current
                liabilities:Accounts
                payable
            
            $
            496,082Accrued
                liabilities
            
            
            72,941Due
                to stockholder
            
            
            384,793Total
                current liabilities
            
            
            953,816Commitments
                and contingencies
            
            
            —Stockholders’
                equity (deficit):Preferred
                Stock: $0.001 par value; 10,000,000 shares authorized; zero shares
                issued
                and outstanding at December 31, 2006
            
            
            —Common
                Stock: $0.001 par value; 300,000,000 shares authorized; 23,099,230
                shares
                issued and outstanding at December 31, 2006
            
            
            23,100Notes
                receivable from stockholders
            
            
            (18,910
            )Additional
                paid-in capital
            
            
            12,316,001Deferred
                stock-based compensation
            
            
            (27,703
            )Accumulated
                deficit
            
            
            (7,747,431
            )Total
                stockholders’ equity (deficit)
            
            
            4,545,057Total
                liabilities and stockholders’ equity (deficit)
            
            $
            5,498,873




F-3


**Consolidated
      Statements of Operations**





**Period
                From****May
                13, 2003****Year
                Ended**
            
            **Year
                Ended**
            
            **(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Revenues
            
            $
            25,779
            
            $
            29,825
            
            $
            55,667Cost
                of revenues and expenses
            
            
            5,171,998
            
            
            1,996,419
            
            
            7,604,390Operating
                loss
            
            
            (5,146,219
            )
            
            (1,966,594
            )
            
            (7,548,723
            )Other
                income (expense):Miscellaneous
                income
            
            
            16,149
            
            
            798
            
            
            17,353Interest
                expense
            
            
            (181,826
            )
            
            (34,235
            )
            
            (216,061
            )Total
                other income (expense)
            
            
            (165,677
            )
            
            (33,437
            )
            
            (198,708
            )Net
                loss before provision for income taxes
            
            
            (5,311,896
            )
            
            (2,000,031
            )
            
            (7,747,431
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (5,311,896
            )
            $
            (2,000,031
            )
            $
            (7,747,431
            )Net
                loss per share - basic and diluted
            
            $
            (0.51
            )
            $
            (0.22
            )Shares
                used to compute net loss per share - basic and diluted
            
            
            10,413,414
            
            
            8,929,531




F-4


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





Notes
            
            
            
            DeferredCommon
            
            Receivable
            
            Additional
            
            Stock-Preferred
                Stock
            
            Stock
            
            From
            
            Paid-in
            
            Based
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Stockholders
            
            Capital
            
            Compensation
            
            Deficit
            
            TotalBalances
                as of May 13, 2003
            
            
            —
            
            $
            —
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (25,307
            )
            
            (25,307
            )Balances
                as of December 31, 2003
            
            
            —
            
            $
            —
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            (25,307
            )
            $
            (25,307
            )




F-5




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





Notes
            
            
            
            DeferredReceivable
            
            Additional
            
            Stock-Preferred
                Stock
            
            Common
                Stock
            
            From
            
            Paid-in
            
            Based
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Stockholders
            
            Capital
            
            Compensation
            
            Deficit
            
            TotalBalance
                at January 1, 2004
            
            
            —
            
            $
            —
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            (25,307
            )
            $
            (25,307
            )Issuance
                of Series A Preferred Stock in November for cash and conversion of
                note
                payable and accrued expenses, net of issuance costs of
                $45,437
            
            
            3,132,313
            
            
            3,132
            
            
            —
            
            
            —
            
            
            —
            
            
            609,217
            
            
            —
            
            
            —
            
            
            612,349Issuance
                of Common Stock in November for notes receivable
            
            
            —
            
            
            —
            
            
            9,007,500
            
            
            9,008
            
            
            (2,663
            )
            
            (6,345
            )
            
            —
            
            
            —
            
            
            —Nonemployees
                stock-based compensation charge
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            5,902
            
            
            —
            
            
            —
            
            
            5,902Deferred
                stock-based compensation to employees
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            6,800
            
            
            (6,800
            )
            
            —
            
            
            —Amortization
                of deferred stock-based compensation
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            733
            
            
            —
            
            
            733Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (410,197
            )
            
            (410,197
            )Balances
                at December 31, 2004
            
            
            3,132,313
            
            $
            3,132
            
            
            9,007,500
            
            $
            9,008
            
            $
            (2,663
            )
            $
            615,574
            
            $
            (6,067
            )
            $
            (435,504
            )
            $
            183,480




F-6


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





Notes
            
            
            
            DeferredReceivable
            
            Additional
            
            Stock-Preferred
              Stock
            
            Common
              Stock
            
            From
            
            Paid-in
            
            Based
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Stockholders
            
            Capital
            
            Compensation
            
            Deficit
            
            TotalBalance
                at January 1, 2005
            
            
            3,132,313
            
            $
            3,132
            
            
            9,007,500
            
            $
            9,008
            
            $
            (2,663
            )
            $
            615,574
            
            $
            (6,067
            )
            $
            (435,504
            )
            $
            183,480Issuance
                of Series A Preferred Stock in March for cash, net of issuance costs
                of
                $68,170
            
            
            772,687
            
            
            773
            
            
            —
            
            
            —
            
            
            —
            
            
            93,321
            
            
            —
            
            
            —
            
            
            94,094Repurchase
                of Common Stock in Julyand cancellation of notes receivable
            
            
            —
            
            
            —
            
            
            (1,528,126
            )
            
            (1,528
            )
            
            754
            
            
            774
            
            
            —
            
            
            —
            
            
            —Issuance
                of Common Stock in Septemberfor
                notes receivable
            
            
            —
            
            
            —
            
            
            2,133,333
            
            
            2,133
            
            
            (42,667
            )
            
            40,534
            
            
            —
            
            
            —
            
            
            —Nonemployees
                stock-based compensation charge
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            42,032
            
            
            —
            
            
            —
            
            
            42,032Deferred
                stock-based compensation to employees
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            56,500
            
            
            (56,500
            )
            
            —
            
            
            —Amortization
                of deferred stock-based compensation
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            15,903
            
            
            —
            
            
            15,903Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (2,000,031
            )
            
            (2,000,031
            )Balances
                at December 31, 2005
            
            
            3,905,000
            
            $
            3,905
            
            
            9,612,707
            
            $
            9,613
            
            $
            (44,576
            )
            $
            848,735
            
            $
            (46,664
            )
            $
            (2,435,535
            )
            $
            (1,664,522
            )




F-7


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





Notes
            
            
            
            DeferredReceivable
            
            Additional
            
            Stock-Preferred
              Stock
            
            Common
              Stock
            
            From
            
            Paid-in
            
            Based
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Stockholders
            
            Capital
            
            Compensation
            
            Deficit
            
            TotalBalance
                at January 1, 2006
            
            
            3,905,000
            
            $
            3,905
            
            
            9,612,707
            
            $
            9,613
            
            $
            (44,576
            )
            $
            848,735
            
            $
            (46,664
            )
            $
            (2,435,535
            )
            $
            (1,664,522
            )Issuance
                of Common Stock in April in exchange for notes receivable
            
            
            —
            
            
            —
            
            
            37,500
            
            
            37
            
            
            (750
            )
            
            713
            
            
            —
            
            
            —
            
            
            —Repurchase
                of Common Stock in April and cancellation of notes
                receivable
            
            
            —
            
            
            —
            
            
            (426,562
            )
            
            (426
            )
            
            8,531
            
            
            (8,105
            )
            
            —
            
            
            —
            
            
            —Repurchase
                of Common Stock in May and cancellation of notes
                receivable
            
            
            —
            
            
            —
            
            
            (2,161,719
            )
            
            (2,162
            )
            
            10,498
            
            
            (8,336
            )
            
            —
            
            
            —
            
            
            —Repurchase
                of Common Stock in August and cancellation of notes
                receivable
            
            
            —
            
            
            —
            
            
            (375,000
            )
            
            (375
            )
            
            7,500
            
            
            (7,125
            )
            
            —
            
            
            —
            
            
            —Repurchase
                of Common Stock in September and cancellation of notes
                receivable
            
            
            —
            
            
            —
            
            
            (150,000
            )
            
            (150
            )
            
            150
            
            
            —
            
            
            —
            
            
            —
            
            
            —Issuance
                of Common Stock in September in exchange for a notes
                receivable
            
            
            —
            
            
            —
            
            
            13,125
            
            
            13
            
            
            (263
            )
            
            250
            
            
            —
            
            
            —
            
            
            —Effects
                of reverse merger
            
            
            (3,905,000
            )
            
            (3,905
            )
            
            16,549,179
            
            
            16,550
            
            
            —
            
            
            10,975,056
            
            
            —
            
            
            —
            
            
            10,987,701Nonemployees
                stock-based compensation charge
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            268,098
            
            
            —
            
            
            —
            
            
            268,098Employee
                stock-based compensation charge
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            246,715
            
            
            —
            
            
            —
            
            
            246,715Amortization
                of deferred stock-based compensation
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            18,961
            
            
            —
            
            
            18,961Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (5,311,896
            )
            
            (5,311,896
            )Balances
                at December 31, 2006
            
            
            —
            
            $
            —
            
            
            23,099,230
            
            $
            23,100
            
            $
            (18,910
            )
            $
            12,316,001
            
            $
            (27,703
            )
            $
            (7,747,431
            )
            $
            4,545,057




F-8


**Consolidated
      Statements of Cash Flows**





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Cash
                flow from operating activities:Net
                loss
            
            $
            (5,311,896
            )
            $
            (2,000,031
            )
            $
            (7,747,431
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            48,607
            
            
            26,203
            
            
            85,439Stock-based
                compensation
            
            
            533,774
            
            
            57,935
            
            
            598,344Non
                cash expenses
            
            
            104,471
            
            
            —
            
            
            104,471Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            11,472
            
            
            (16,561
            )
            
            (5,152
            )Prepaid
                expenses
            
            
            (210,915
            )
            
            —
            
            
            (210,915
            )Other
                assets
            
            
            340
            
            
            (340
            )
            
            (10,000
            )Accounts
                payable
            
            
            164,559
            
            
            265,489
            
            
            496,082Accrued
                liabilities
            
            
            40,845
            
            
            58,588
            
            
            122,294Net
                cash used in operating activities
            
            
            (4,618,743
            )
            
            (1,608,717
            )
            
            (6,566,868
            )Cash
                flow from investing activities:Cash
                acquired in reverse merger
            
            
            8,822,698
            
            
            —
            
            
            8,822,698Funds
                held as restricted cash
            
            
            (1,728,728
            )
            
            —
            
            
            (1,728,728
            )Advances
                to founder and stockholder
            
            
            —
            
            
            (5,577
            )
            
            (17,216
            )Purchase
                of property and equipment
            
            
            (140,866
            )
            
            (44,030
            )
            
            (242,759
            )Net
                cash provided by (used in) investing activities
            
            
            6,953,104
            
            
            (49,607
            )
            
            6,833,995Cash
                flow from financing activities:Proceeds
                from issuance of Series A Preferred Stock, net of issuance
                cost
            
            
            —
            
            
            94,094
            
            
            647,142Due
                to stockholder
            
            
            384,793
            
            
            —
            
            
            384,793Proceeds
                from issuance of notes payable
            
            
            100,000
            
            
            —
            
            
            142,830Repayment
                of notes payable
            
            
            (100,000
            )
            
            —
            
            
            (100,000
            )Proceeds
                from issuance of secured bridge notes
            
            
            800,000
            
            
            —
            
            
            800,000Proceeds
                from issuance of convertible promissory notes
            
            
            826,650
            
            
            1,421,000
            
            
            2,247,650Repayment
                of convertible promissory notes
            
            
            (1,020,000
            )
            
            —
            
            
            (1,020,000
            )Net
                cash provided by financing activities
            
            
            991,443
            
            
            1,515,094
            
            
            3,102,415Net
                increase (decrease) in cash and cash equivalents
            
            
            3,325,804
            
            
            (143,230
            )
            
            3,369,542Cash
                at beginning of the period
            
            
            43,738
            
            
            186,968
            
            
            —Cash
                at the end of the period
            
            $
            3,369,542
            
            $
            43,738
            
            $
            3,369,542




F-9


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **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.





***Merger
      -*** On
      October 27, 2006, GoFish Technologies, Inc. was acquired by Unibio Inc. In
      the
      transactions, GoFish Technologies, Inc. merged with a subsidiary of GoFish
      Corporation and became a wholly-owned subsidiary of GoFish Corporation, and
      Internet Television Distribution Inc. merged with a subsidiary of GoFish
      Corporation and became a wholly-owned subsidiary of GoFish Corporation (the
      “Mergers”). The officers and board members of GoFish Corporation resigned and
      were replaced by officers of GoFish Technologies, Inc. along with newly elected
      board members.





Concurrently
      with the closing of the Mergers, 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.





Prior
      to
      the Mergers, GoFish Technologies, Inc. had issued convertible promissory notes
      in the aggregate amount of approximately $2,387,419, including principal and
      interest. GoFish Corporation solicited subscriptions in the Offering from the
      GoFish Technologies, Inc. noteholders. Rather than accepting cash consideration
      for Units acquired by these noteholders, GoFish Corporation agreed to issue
      Units at a rate of one Unit for each $1.50 of debt (including accrued interest)
      in consideration of the note holders’ cancellation of the existing notes.
      Noteholders who elected not to participate in the Offering were repaid the
      principal and accrued interest on their notes in full from the proceeds of
      the
      Offering. Also prior to the Mergers, Internet Television Distribution LLC made
      a
      loan to GoFish Technologies, Inc. in the amount of approximately $869,463,
      including interest. Internet Television Distribution LLC agreed to accept Units
      at a rate of one Unit for each $1.50 of debt (including accrued interest) as
      consideration for the cancellation of this indebtedness.





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





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 and GoFish Technologies, Inc. Series
      A
      Preferred Stock stockholders converted their holdings into common
      stock.




F-10


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **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.





The
      transaction has been treated as a reverse merger and recapitalization of GoFish
      Technologies, Inc. for reporting purposes.





GoFish
      Corporation and subsidiaries (the “Company”) have developed a web site which
      allows users to place their videos on the site for others to view.





***Management’s
      Plan -*** The
      Company has incurred substantial losses and negative cash flows from operations
      in each fiscal period since inception. Management expects operating losses
      and
      negative cash flows to continue for the foreseeable future and anticipates
      that
      losses will increase from current levels as the Company continues to grow and
      develop. Failure to generate sufficient revenues or raise additional capital
      could have a material adverse effect on the Company’s ability to continue as a
      going concern and to achieve its intended business objectives. These factors
      raise substantial doubt about the Company’s ability to continue as a going
      concern, and there can be no assurance that the Company will be successful
      in
      its efforts to enhance its liquidity situation.





***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.





**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.




F-11


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**


***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 $3,269,273 at December 31, 2006.





The
      Company generally requires no collateral from its customers. At December 31,
      2006, one customer accounted for 100% of accounts receivable. For the year
      ended
      December 31, 2006, three customers accounted for 41%, 20% and 14% of total
      revenues. For the year ended December 31, 2005, three customers accounted for
      43%, 34%, and 18% of total revenues.





***Restricted
      Cash -*** Restricted cash represents amounts from the Offering that are being held in
      escrow until certain securities filing requirements are completed. Upon
      completion of the filing requirements, the funds are expected to be released
      and
      available for use by the Company.





***Accounts
      Receivable -*** 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 not recorded an allowance against its receivables based
      on management’s estimate that the balance at December 31, 2006 is fully
      collectible.





***Property*** ***and Equipment -*** Property
      and equipment are stated at cost and depreciated using the straight-line method
      over the estimated useful lives of the assets, generally three years. Costs
      of
      maintenance and repairs that do not improve or extend the lives of the
      respective assets are expensed as incurred. 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.





***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 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, 2006.





***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.





F-12


**GOFISH
      CORPORATION**


**(A
      Development Stage Company)**





**Notes
      to the Consolidated Financial Statements**


***Revenue
      Recognition -*** Revenues
      are derived from advertising programs. The Company’s advertising programs offer
      advertisers the ability to place text-based ads on videos. Revenues are
      recognized as revenue 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 $243,048 and $55,696 for
      the
      years ended December 31, 2006 and 2005 and $301,446 for the period from
      inception to December 31, 2006.





***Stock-Based
      Compensation -*** Effective
      January 1, 2006, the Company adopted the provision of Statement of Financial
      Accounting standards (“SFAS”) No. 123 (R), “Share-Based Payment”, which
      establishes accounting for equity instruments exchanged for employee services.
      Under the provisions of SFAS No. 123 (R), 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 employee’s requisite service period,
      generally the vesting period of the equity grant. Before January 1, 2006, the
      Company accounted for share-based compensation to employees in accordance with
      Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
      Employees,” and related interpretations. The Company also followed the
      disclosure requirements of SFAS No. 123, “Accounting for Stock Based
      Compensation”. The Company elected to adopt the modified prospective transition
      method as provided by SFAS No. 123 (R) beginning January 1, 2006 and,
      accordingly, financial statement amounts presented have not been restated to
      reflect the fair value method of expensing share-based
      compensation.





Included
      in cost of revenues and expenses is $533,774 of stock-based compensation. This
      amount includes $464,541 of stock-based compensation related to the adoption
      of
      SFAS 123 (R) and $69,233 of stock-based compensation related to
      warrants.





Prior
      to
      January 1, 2006, the Company used the intrinsic value method to record
      stock-based compensation for employees, which requires that deferred stock-based
      compensation be recorded for the difference between an option’s exercise price
      and the fair value of the underlying common stock on the grant date of the
      option.





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,****2006**
            
            **2005**Risk
                free interest rate
            
            
            4.57%
                - 5.07
            %
            
            4.13%
                - 4.49
            %Expected
                lives
            
            
            10
                Years
            
            
            10
                YearsExpected
                volatility
            
            
            62
            %
            
            0
            %Dividend
                yields
            
            
            0
            %
            
            0
            %




F-13


**GOFISH
      CORPORATION**


**(A
      Development Stage Company)**





**Notes
      to the Consolidated Financial Statements**


Had
      compensation cost for the Company’s stock-based compensation plan been
      determined based on the fair value at the grant date for the awards under a
      method prescribed by SFAS No. 123, as amended by SFAS No. 148, the Company’s net
      loss would have increased to the pro forma amounts indicated below:





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2005**
            
            **2004**
            
            **2005**Net
                loss, as reported
            
            $
            (2,000,031
            )
            $
            (410,197
            )
            $
            (2,435,535
            )Add:
                stock-based compensation expense included in reported net
                income
            
            
            68,235
            
            
            15,423
            
            
            84,766Deduct:
                total stock-based compensation expense determined under the fair
                value
                based method for all awards
            
            
            (68,235
            )
            
            (15,423
            )
            
            (84,766
            )Pro
                forma net loss
            
            $
            (2,000,031
            )
            $
            (410,197
            )
            $
            (2,435,535
            )





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, 2006 and 2005,
      and
      the period from inception to December 31, 2006.





***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, 2006 and 2005:





**December
                31,**
            
            **December
                31,****2006**
            
            **2005**Options
                issuable upon exercise of stock options
            
            
            485,251
            
            
            540,965Shares
                issuable upon exercise of warrants
            
            
            2,393,427
            
            
            —Shares
                issuable upon conversion of Series A preferred stock
            
            
            3,416,875
            
            
            3,679,633Total
            
            
            6,295,553
            
            
            4,220,598




F-14


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**


***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 (the CEO) in deciding how to allocate resources and assess
      performance. The Company has only one overall operating segment.





***Recent
      Accounting Pronouncements -*** In
      June
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (“FIN 48”), which is an interpretation of SFAS No. 109,
“Accounting for Income Taxes” (“SFAS 109”). FIN 48 clarifies the accounting for
      uncertainty in income taxes recognized in an enterprise’s financial statements
      in accordance with SFAS 109 and prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return. FIN 48 also
      provides guidance on derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure, and transition. FIN 48 is effective
      for fiscal years beginning after December 15, 2006. The Company does not believe
      that the adoption of FIN 48 will have a significant effect on its financial
      statements.





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 its 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 its 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 its financial statements.





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





Property
      and equipment, net consists of the following at December 31, 2006:





**December
                31,****2006**Computer
                equipment and software
            
            $
            239,874Furniture
                and fixtures
            
            
            2,885Total
                property and equipment
            
            
            242,759Less
                accumulated depreciation and amortization
            
            
            (85,439
            )Property
                and equipment, net
            
            $
            157,320




F-15


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**




Depreciation
      and amortization expense totaled $48,607 and $26,203 for the years ended December
      31, 2006 and 2005 and $85,439 for the period from inception to December 31,
      2006.





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





Accrued
      liabilities consists of the following at December 31, 2006:





**December
                31,****2006**Accrued
                compensation
            
            $
            37,353Accrued
                city payroll taxes
            
            
            35,588Total
                accrued liabilities
            
            $
            72,941





**5.**  **Debt**





In
      2006,
      the Company issued an additional $826,650 of Convertible Promissory Notes.
      All
      the Convertible Promissory Notes along with interest was either converted into
      common stock or repaid in 2006. Interest expense totaled $105,535 and $34,235
      for the years ended December 31, 2006 and 2005 and $139,770 for the period
      from
      inception to December 31, 2006.





In
      2006,
      the Company issued a Note Payable in the amount of $100,000 to a founder and
      shareholder. The Note Payable was repaid in 2006. Interest expense totaled
      $5,178 for the year ended December 31, 2006 and the period from inception to
      December 31, 2006.





In
      2006,
      the Company issued Bridge Notes totaling $800,000. The Bridge Notes were repaid
      in 2006. Interest expense totaled $69,463 for the year ended December 31, 2006
      and the period from inception to December 31, 2006.





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





The
      Company leases office space under non-cancelable operating lease with expiration
      date in January 2006. The Company, subsequent to January 2006, leases the office
      space on a month-to-month basis.





Rent
      expense totaled $79,921 and $56,487 for the years ended December 31, 2006 and
      2005 and $151,194 for the period from inception to December 31,
      2006.





**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.




F-16


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**


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
      reserved an additional 2,000,000 shares for issuance under the 2006 Plan, for
      an
      aggregate of 4,000,000 shares of common stock available for issuance under
      the
      2006 Plan. Under the 2006 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.





A
      summary
      of stock option transactions is as follows:





Options
                OutstandingOptions
            
            Number
                of
            
            WeightedAvailable
                for
            
            Options
            
            AverageGrant
            
            Outstanding
            
            Exercise
                PriceShares
                originally reserved - 2004 Plan
            
            
            2,000,000
            
            
            —
            
            $
            —Options
                granted - 2004 Plan
            
            
            (303,619
            )
            
            303,619
            
            
            0.06Balances
                at December 31, 2004
            
            
            1,696,381
            
            
            303,619
            
            
            0.06Options
                granted - 2004 Plan
            
            
            (317,420
            )
            
            317,420
            
            
            —Options
                canceled - 2004 Plan
            
            
            7,547
            
            
            (7,547
            )
            
            0.06Balances
                at December 31, 2005
            
            
            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
            
            $
            1.38





The
      following table summarizes information concerning outstanding options as of
      December 31, 2006:





Options
                Outstanding
            
            Options
                ExercisableWeighted
            
            
            
            
            
            WeightedNumber
            
            Average
            
            
            
            Number
            
            AverageOutstanding
            
            Remaining
            
            Weighted
            
            Exercisable
            
            Remaining
            
            Weightedas
                of
            
            Contractual
            
            Average
            
            as
                of
            
            Contractual
            
            AverageExercise
            
            December
            
            Life
            
            Exercise
            
            December
            
            Life
            
            ExercisePrice
            
            31,
                2006
            
            (in
                Years)
            
            Price
            
            31,
                2006
            
            (in
                Years)
            
            Price$0.06
            
            
            727,350
            
            
            8.38
            
            $
            0.06
            
            
            444,644
            
            
            8.24
            
            $
            0.06$0.52
            
            
            59,515
            
            
            9.75
            
            $
            0.52
            
            
            54,341
            
            
            9.75
            
            $
            0.52$1.50
            
            
            2,462,500
            
            
            9.50
            
            $
            1.50
            
            
            —
            
            
            9.50
            
            $
            1.50$3.65
            
            
            200,000
            
            
            9.75
            
            $
            3.65
            
            
            —
            
            
            9.75
            
            $
            3.65$3.08
            
            
            161,500
            
            
            9.90
            
            $
            3.08
            
            
            —
            
            
            9.90
            
            $
            3.083,610,865
            
            
            9.31
            
            $
            1.38
            
            
            498,985
            
            
            8.40
            
            $
            0.11




F-17


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**




The
      weighted-average grant date fair value of the options granted during the years
      ended December 31, 2006 and 2005 were $0.65 and $0.15,
      respectively.





The
      total
      intrinsic value of options outstanding as of December 31, 2006 was approximately
      $14 million and the total intrinsic value of the options exercisable as of
      December 31, 2006 was approximately $2 million. The aggregate intrinsic value
      represents the total pre-tax intrinsic value, based on the Company’s assessed
      stock price of zero per share as of December 31, 2006, which would have been
      received by the option holders had all option holders exercised their options
      on
      December 31, 2006. This amount changes based on the fair market value of the
      Company’s stock.





A
      summary
      of the status of the Company’s nonvested shares as of December 31, 2006, and
      changes during the year ended December 31, 2006, is presented
      below:





Weighted-AverageGrant-DateFairShares
            
            ValueNonvested
                shares:Balance
                at January 1, 2006
            
            
            409,843
            
            $
            0.12Exercised
            
            
            (33,640
            )
            
            0.09Granted
            
            
            3,078,454
            
            
            0.65Vested
            
            
            (295,336
            )
            
            0.28Canceled
            
            
            (47,441
            )
            
            0.28Balance
                at December 31, 2006
            
            
            3,111,880
            
            $
            0.62





At
      December 31, 2006, there was $1,924,993 of total unrecognized compensation
      cost
      related to nonvested share-based compensation arrangements granted under the
      plan. This cost is expected to be recognized as follows:





Year
                ended December 31:2007
            
            $
            536,5612008
            
            
            513,7962009
            
            
            511,6422010
            
            
            362,994Balance
                at December 31, 2006
            
            $
            1,924,993





The
      Company did not realize any tax benefits from tax deductions of share-based
      payment arrangements during the years ended December, 2006 and 2005 and the
      period from inception to December 31, 2006.





In
      connection with employee stock option grants, the Company recorded deferred
      stock-based compensation costs, net of cancellations, totaling $56,500 and
      $6,800 for the years ended December 31, 2005 and 2004. Deferred stock-based
      compensation costs are calculated as the difference between the exercise price
      and the fair value of the underlying stock at the date of grant and are
      recognized over the vesting period of the underlying stock options, generally
      four years. Amortization of deferred stock-based compensation, net of
      cancellations, resulted in a net charge of $15,903 and $733 for the years ended
      December 31, 2005 and 2004 and $16,636 for the period from inception to December
      31, 2005.




F-18


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**


Stock-based
      compensation expense related to stock options granted to nonemployees 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 of $42,032 and $5,902 for the years ended December 31,
      2005
      and 2004 and $47,934 for the period from inception to December 31,
      2005.





A
      summary
      of outstanding common stock warrants as of December 31, 2006 is as
      follows:





Exercise
            
            ExpirationSecurities
                into which warrants are convertible
            
            Shares
            
            Price
            
            DateCommon
                Stock
            
            
            80,503
            
            $
            0.60
            
            
            October
                2008Common
                Stock
            
            
            4,133,333
            
            $
            1.75
            
            
            October
                2011Total
            
            
            4,213,836





In
      October 2004, the Company issued fully vested warrants exercisable into 233,328
      shares of common stock (which represents 80,503 shares after the Mergers) to
      certain individuals then serving on the Company’s advisory board. The warrants
      are immediately exercisable into shares of common stock at a per share price
      of
      $0.21, (which represents a share price of $0.61 per share 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.





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





The
      provision for income taxes consists of the following for the years ended
      December 31, 2006 and 2005 and the period from inception to December 31, 2006:





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Currently
                payable (refundable):Federal
            
            $
            —
            
            $
            —
            
            $
            —State
            
            
            —
            
            
            —
            
            
            —Total
                current
            
            
            —
            
            
            —
            
            
            —Deferred:Federal
            
            
            —
            
            
            —
            
            
            —State
            
            
            —
            
            
            —
            
            
            —Total
                deferred
            
            
            —
            
            
            —
            
            
            —Provision
                for income taxes
            
            $
            —
            
            $
            —
            
            $
            —




F-19


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**




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,
      2006 and 2005 and the period from inception to December 31, 2006 is as
      follows:





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Provision
                for income taxes at federal statutory rate
            
            $
            (1,806,045
            )
            $
            (680,011
            )
            $
            (2,634,127
            )Federal
                research tax credits
            
            
            (75,000
            )
            
            (64,979
            )
            
            (146,576
            )Expenses
                not deductible
            
            
            211,371
            
            
            44,382
            
            
            263,801Change
                in federal valuation allowance
            
            
            1,669,674
            
            
            700,608
            
            
            2,516,902Provision
                for income taxes
            
            $
            —
            
            $
            —
            
            $
            —





The
      components of the deferred tax assets as of December 31, 2006 and 2005 are
      as
      follows:





**December
                31,**
            
            **December
                31,****2006**
            
            **2005**Deferred
                tax assets:Net
                operating losses
            
            $
            2,975,272
            
            $
            964,630Depreciation
                and amortization
            
            
            (1,719
            )
            
            423Reserves
                and accruals
            
            
            16,550
            
            
            13,708Research
                credits
            
            
            250,258
            
            
            125,258Total
                deferred tax asset
            
            
            3,240,361
            
            
            1,104,019Valuation
                allowance
            
            
            (3,240,361
            )
            
            (1,104,019
            )Net
                deferred tax assets
            
            $
            —
            
            $
            —




F-20


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**




Deferred
      income taxes were provided for the following items for the years ended December
      31, 2006 and 2005 and the period from inception to December 31,
      2006:





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Net
                operating losses
            
            $
            2,010,642
            
            $
            790,844
            
            $
            2,975,272Depreciation
                and amortization
            
            
            (2,142
            )
            
            423
            
            
            (1,719
            )Reserves
                and accruals
            
            
            2,842
            
            
            10,919
            
            
            16,550Research
                credits
            
            
            125,000
            
            
            113,713
            
            
            250,258Valuation
                allowance
            
            
            (2,136,342
            )
            
            (915,899
            )
            
            (3,240,361
            )Deferred
                income taxes
            
            $
            —
            
            $
            —
            
            $
            —





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.





As
      of
      December 31, 2006, the Company has a net operating loss carryforward of
      approximately $6,935,000 for federal and $6,975,000 for state tax purposes.
      If
      not utilized, these losses will begin to expire in 2023 for federal purposes
      and
      2013 for state purposes.





The
      Company has research credit carryforwards of approximately $145,000 and $105,000
      for federal and state income tax purposes. If not utilized, the federal
      carryforward will expire in various amounts beginning in 2024. The state credit
      can be carried forward indefinitely.





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.





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





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





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Beginning
                balance
            
            $
            17,216
            
            $
            11,639
            
            $
            —Amounts
                advanced
            
            
            —
            
            
            5,577
            
            
            17,216Due
                from founder and stockholder
            
            $
            17,216
            
            $
            17,216
            
            $
            17,216





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





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Beginning
                balance
            
            $
            44,576
            
            $
            2,663
            
            $
            —Notes
                receivable originally issued
            
            
            1,013
            
            
            42,667
            
            
            46,343Notes
                receivable cancelled upon the repurchase of Common Stock
            
            
            (26,679
            )
            
            (754
            )
            
            (27,433
            )Notes
                receivable from stockholders
            
            $
            18,910
            
            $
            44,576
            
            $
            18,910




F-21


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**




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





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Beginning
                balance
            
            $
            —
            
            $
            —
            
            $
            —Amounts
                received by the Company
            
            
            384,793
            
            
            —
            
            
            384,793Due
                to stockholder
            
            $
            384,793
            
            $
            —
            
            $
            384,793





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





Cash
      paid
      during the years ended December 31, 2006 and 2005 and the period from inception
      to December 31, 2006 is as follows:





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Interest
            
            $
            77,058
            
            $
            —
            
            $
            77,058Income
                taxes
            
            $
            —
            
            $
            —
            
            $
            —





Supplemental
      disclosure of non-cash investing and financing activities for the years ended
      December 31, 2006 and 2005 and the period from inception to December 31, 2006
      is
      as follows:





**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Conversion
                of Convertible Promissory Notes into common stock
            
            $
            2,027,650
            
            $
            —
            
            $
            2,027,650Conversion
                of accrued interest on Convertible Promissory Notes into common
                stock
            
            $
            104,471
            
            $
            —
            
            $
            104,471Conversion
                of Series A preferred stock into common stock
            
            $
            3,905
            
            $
            —
            
            $
            3,905Conversion
                of debt into Series A preferred stock
            
            $
            —
            
            $
            —
            
            $
            42,830Conversion
                of accrued liabilities into Series A preferred stock
            
            $
            —
            
            $
            —
            
            $
            16,471Deferred
                stock-based compensation
            
            $
            —
            
            $
            56,500
            
            $
            63,300Issuance
                of notes receivable for common stock
            
            $
            1,013
            
            $
            42,667
            
            $
            46,343Cancellation
                of notes receivable for common stock
            
            $
            26,679
            
            $
            754
            
            $
            27,433




F-22


**GOFISH
        CORPORATION**
 **(A
        Development Stage Company)**
 
 **Notes
        to the Consolidated Financial Statements**


**Period
                From****May
                13, 2003****(Inception)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Details
                of reverse merger:Cash
            
            $
            (8,822,698
            )
            $
            —
            
            $
            (8,822,698
            )Common
                stock issued to GoFish Corporation
            
            
            8,822,698
            
            
            —
            
            
            8,822,698Cash
                paid
            
            $
            —
            
            $
            —
            
            $
            —Cash
                acquired in reverse merger
            
            $
            8,822,698
            
            $
            —
            
            $
            8,822,698





**12.**  **Subsequent
      Events**





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”) will merge with and into a wholly-owned subsidiary of
      GoFish known as BM Acquisition Corp., Inc., a Delaware corporation (“Bolt
      Merger”). The consideration to be paid by the Company to the stockholders of
      Bolt in the Bolt Merger will be shares of the Company’s common stock upon an
      agreed upon amount and price. If the Bolt Merger occurs, Bolt will become a
      wholly-owned subsidiary of the Company. Consummation of the Bolt Merger is
      subject to a number of conditions. The Company anticipates that the Bolt Merger
      will close during the first half of 2007.





In
      March
      2007, the Company entered into a lease agreement to rent 9,801 square feet
      of
      new office space at 706 Mission Street in San Francisco. The lease will begin
      in
      April 2007 and is for a term of 24 months. The monthly rental rate is
      $17,968.




F-23


**GOFISH
      CORPORATION**


**(A
      Development Stage Company)**





**Notes
      to the Consolidated Financial Statements**


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





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
            
            $
            (0.07
            )
            $
            (0.09
            )
            $
            (0.15
            )
            $
            (0.17
            )Shares
                used to compute net loss per share - basic and diluted
            
            
            9,612,707
            
            
            8,218,794
            
            
            6,258,016
            
            
            17,522,876




F-24


**GOFISH
      CORPORATION**


**(A
      Development Stage Company)**





**Notes
      to the Consolidated Financial Statements**





For
                the year Ended December 31, 2005First
            
            Second
            
            Third
            
            FourthQuarter
            
            Quarter
            
            Quarter
            
            QuarterRevenues
            
            $
            —
            
            $
            —
            
            $
            12,438
            
            $
            17,387Cost
                of revenues and expenses
            
            
            338,648
            
            
            403,622
            
            
            576,416
            
            
            677,733Operating
                loss
            
            
            (338,648
            )
            
            (403,622
            )
            
            (563,978
            )
            
            (660,346
            )Other
                income (expense):Miscellaneous
                income
            
            
            (3,270
            )
            
            211
            
            
            138
            
            
            3,719Interest
                expense
            
            
            —
            
            
            —
            
            
            —
            
            
            (34,235
            )Total
                other income (expense)
            
            
            (3,270
            )
            
            211
            
            
            138
            
            
            (30,516
            )Net
                loss before provision for income taxes
            
            
            (341,918
            )
            
            (403,411
            )
            
            (563,840
            )
            
            (690,862
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (341,918
            )
            $
            (403,411
            )
            $
            (563,840
            )
            $
            (690,862
            )Net
                loss per share - basic and diluted
            
            $
            (0.04
            )
            $
            (0.04
            )
            $
            (0.07
            )
            $
            (0.07
            )Shares
                used to compute net loss per share - basic and diluted
            
            
            9,007,500
            
            
            9,007,500
            
            
            8,092,961
            
            
            9,612,707




F-25