UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549




FORM
10-K




(Mark
One)


x  ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended December 31, 2008




OR




 ̈  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from ___________ to ______________




Commission
File Number: 333-149995




YATINOO,
INC.


(Exact
name of registrants as specified in its charters)




Delaware
                    20-8066540(State
      or other jurisdiction of incorporation or organization)
                    (I.R.S.
      Employer Identification
No.)




510
      Turnpike Street, Suite 103, North Andover, MA
              
              01845(Address
      of principal executive office)
              
              (Zip
      Code)




(978)
222-9813


(Registrants’
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




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes x   No  ̈




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x  No  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):




Large
      accelerated filer
                 ̈
                Accelerated
      filer
                 ̈Non-accelerated
      filer
                 ̈
                Smaller
      reporting company
                x(Do
      not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  ̈ No x




The
aggregate market value of the 5,000,000 (pre-reverse split) shares of common
stock of the registrant issued and outstanding as of June 30, 2008, the last
business day of the registrant’s most recently completed second fiscal quarter,
excluding 4,500,000 shares of common stock held by affiliates of the registrant,
was $50,000 based on the fixed initial offering price of $0.10 per share as set
forth in its prospectus filed on April 10, 2008 with the
Commission.




The
number of shares of registrant’s common stock outstanding as of June 23, 2009,
following a 1 for 40 reverse split was 872,400.







DOCUMENTS
INCORPORATED BY REFERENCE


Not
Applicable.


YATINOO,
INC.
  2008
FORM 10-K ANNUAL REPORT
  TABLE
OF CONTENTS
  Item
      1.
                                          
                                          Business
                                          
                                          3Item
      1A.
                                          
                                          Risk
      Factors
                                          
                                          23Item
      2.
                                          
                                          Properties
                                          
                                          35Item
      3.
                                          
                                          Legal
      Proceedings – Litigation
                                          
                                          36Item
      4.
                                          
                                          Submission
      of Matters to a Vote of Security Holders
                                          
                                          36PART
      IIItem
      5.
                                          
                                          Market
      for the Registrant’s Common Equity and Related
Matters
                                          
                                          37Item
      6.
                                          
                                          Selected
      Financial Data
                                          
                                          38Item
      7.
                                          
                                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                          
                                          38Item
      8.
                                          
                                          Financial
      Statements and Supplementary Data
                                          
                                          44Item
      9.
                                          
                                          Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                          
                                          44Item
      9A(T).
                                          
                                          Controls
      and Procedures
                                          
                                          45Item
      9B.
                                          
                                          Other
      Information
                                          
                                          46PART
      IIIItem
      10.
                                          
                                          Directors
      and Executive Officers of the Registrant
                                          
                                          47Item
      11.
                                          
                                          Executive
      Compensation
                                          
                                          50Item
      12.
                                          
                                          Security
      Ownership of Certain Beneficial Owners and Management
                                          
                                          53Item
      13.
                                          
                                          Certain
      Relationships and Related Transactions
                                          
                                          56Item
      14.
                                          
                                          Principal
      Accountant Fees and Services
                                          
                                          57PART
      IVItem
      15.
                                          
                                          Exhibits
      and Financial Statement Schedules
                                          
                                          58
  2
  PART
I
 
 ITEM
1.  BUSINESS
  Statement
Regarding Forward-Looking Disclosure
  Certain
statements contained in this report, including, without limitation, statements
containing the words, "likely," "forecast," "project," "believe," "anticipate,"
"expect," and other words of similar meaning, constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.  Our plans and objectives are based, in part,
on assumptions involving the continued expansion of our business.
 Assumptions relating to the foregoing involve judgments with respect to,
among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control.  Although we believe
that our assumptions underlying the forward-looking statements are reasonable,
any of the assumptions could prove inaccurate and, therefore, there can be no
assurance that the forward-looking statements included in this report will prove
to be accurate.  In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved.  We undertake no obligation to
revise or update publicly any forward-looking statements for any
reason.
 
 BUSINESS
 
 Overview
 
 Pursuant
to the Stock Purchase Agreement, by and among Stone Consulting Services, Inc.
(“Pubco”) and Yatinoo International, S.A, a Spain Public Limited Company
(“Yatinoo”) dated November 6, 2008, Pubco acquired 100% of the issued and
outstanding capital stock of Yatinoo (the “Yatinoo Acquisition”). As
consideration for the Yatinoo Acquisition, the Yatinoo Holders received
forty-eight percent (48%) of the then issued and outstanding shares of Pubco.
Upon the Yatinoo Acquisition, Pubco changed its name from “Stone Consulting
Services, Inc.” to “Yatinoo, Inc.” and filed a certificate of amendment to its
Certificate of Incorporation. As a result, following the Yatinoo Acquisition,
Pubco operates under the name of Yatinoo, Inc. (the “Company”), with the
subsidiaries of Yatinoo pre-Yatinoo Acquisition now constituting the
subsidiaries of the Company. As a result of the Yatinoo Acquisition, the Company
ceased to be a shell company, as defined under Rule 12b-2 of the Exchange Act,
as the operations and assets of the Company can no longer be considered
nominal.  The Company is currently engaged in the research, development and
marketing of its Yatinoo web portal.  The Company launched its portal on
October 27, 2007, however, has been without the required funds to implement its
business plan, since the U.S. Securities and Exchange Commission (“SEC”)
suspension which ended on December 31, 2008 and the continuing suspension of
trading on the OTC Bulletin Board.  See Item 3. “Legal Proceedings”
below.
  3
 
 Prior to
the Yatinoo Acquisition, Yatinoo’s business was related to the Internet, in
particular, the development and the communication of gates and web sites in the
Arab, African, and Asian regions. After the Yatinoo Acquisition, Yatinoo’s
business succeeded to that of Pubco as the Company’s sole line of
business.
 
 The
Company offers a family of branded online media properties, including its
flagship property Yatinoo.com, as further described below under “Products and
Media Properties.”  Yatinoo was developed and first made available in the
Middle East and North African region by the Company's founders, Messrs. Khaled
Akid, Youness Douiri and Khalid Zaggaf in October 2007, who have since
resigned.  See “Reorganization of Yatinoo Operations in 2009”
below.
 
 Under the
"Yatinoo" brand, the Company intends to provide intuitive, context-based guides
to online content, Web search capabilities, aggregated third-party content and
community and personalization features.  The Company seeks to extend its
brand position and audience by continuing to aggregate and develop Web content
that serves focused groups of Internet users with specific subject-area,
demographic and geographic characteristics.  In addition to search engine
capabilities, the Company intends to offer different subject-matter focused
versions of Yatinoo including versions for women, children, sports, culture,
finance, and news, among others, and demographically focused properties for
Internet users.
 
 The
Company intends to make its properties available without charge to users, and
generate revenue primarily through the sale of banner advertising. Advertising
on Yatinoo properties will be sold internally by the Company, and by third party
agents.
 
 The
Yatinoo.com platform, via its general portal and its various websites of
services (information, leisure, entertainment, commercial services...), intends to
become an essential web portal mainly in the Arab, African, and Asian
markets.
 
 Yatinoo.com
business model relies on lowering the costs among the various business partners
and developing recurrent revenues by providing various services to its audience
and, thereby attracting relevant advertisers.  It is the Company’s hope
that such sources of income, combined with a low-cost structure, will provide
Yatinoo.com with profits and a competitive position.
 
 The
Yatinoo.com business model is structured to tangibly build on:
 
 Traffic capture: Establishing
the Yatinoo.com brand will target a more significant traffic, produced by the
main portal, but also routed by other specialized websites. As a reminder, the
Yatinoo.com platform will chiefly aim at producing and broadcasting on its
various sites and portals, several contents: information, music, culture,
shopping, travel and tourism, entertainment...  Pooling the audience of
various websites is expected to enable Yatinoo to acquire a prevailing position
on the Internet market and it is anticipated that it will eventually capture
strong traffic.  The acquisition cost of such users’ flow will represent an
input for us.
 
 Information exchange with visitors to
enhance the traffic value: It mainly involves the delivery of contents
and services, but also of interactive interfaces that enable the portal and
websites to gather information on visitors and develop their loyalty. Indeed,
the quality, richness and diversity of contents will aim at intensifying
visitors’ involvement on Yatinoo.com websites and therefore of advertisements
that can be seen on them.
  4
 
 Routing the upgraded traffic
“output”: The aim will be then to route the acquired traffic towards
advertisers’ websites or other commercial sites. The routing
remuneration will be according to the number of routed visitors, the upgrading
extent of this flow, and in some cases, the commissions on purchases of routed
consumers.
 
 The added
value seized by Yatinoo.com will then be the difference between the acquisition
cost of a visitor and the revenue derived from its upgrading and
routing.
  Yatinoo’s
web portal is intended to encompass more products and services than many of its
competing portals (TV, radio, magazine, and discovery of young talents...). It has
been designed based on:
 
 A full
study of the offer existing on the market, in order to detect the competition’s
strong and weak points and take them into account in the development of a more
complete and more competitive web portal;
 
 An
extensive analysis of the needs and expectations of the target population, in
order to provide products and services adjusted to the actual needs of Internet
users.
 
 To sum
up, four main advantages of Yatinoo’s concept are:
 
 1.
              It
      is the first media company destined to each of the Arab, African, and
      Asian virtual communities. Other competitive offers generally target only
      one specific community of Internet users (for instance the Middle
      East);
  2.
              Products
      and services are presented within a welcoming environment owing to its
      appealing and attractive
architecture;
  3.
              An
      updated, rich and full database collecting all news of Arab, African, and
      Asian countries;
  4.
              A
      proper technology developed by Arab, African, and Asian engineers. The
      search engine, the instant messaging and the Magic Tool Bar each provide
      advantage over its competition.
  Reorganization
of Yatinoo Operations in 2009
 
 In its
Form 8-K filed on March 26, 2009, the Company announced a reorganization of its
operations centralized in North Andover, Massachusetts with a small development
team in Morocco headed by its Chief Technology Officer, Mr. Mohamed
Agness.
 
 On March
20, 2009, Khaled Akid resigned as President, CEO and Chairman of the Board
of Directors as a result of the Company’s inability to obtain
financing.  On March 23, 2009, Antonio Galvez, Treasurer, Chief
Financial Officer and a director; Youness Douiri, Chief Operating Officer and a
director and Reudiger Schild, Executive Vice President and a director, all
resigned from the Company.  Their resignation was a result of Mr.
Akid’s resignation and the Company’s financial condition.  Each
officer agreed to finalize open matters, including, but not limited to, the year
end audit.
  5
 
 On March
25, 2009, Yatinoo, Inc. announced the appointment of  Mr. Francis P.
Magliochetti, Jr. as interim Chief Executive Officer of the Company, effective
immediately.  Mr. Francis Magliochetti will serve in this role until a
new Chief Executive Officer is elected by the Company. On the same date, the
Board of Directors of Yatinoo, Inc., appointed Mr. Peter K. Rogal to serve as a
member of the Company's Board of Directors.  Effective April 28, 2009, the
Board of Directors of Yatinoo, Inc. approved Barry Hoffman to serve as a member
of the Company’s Board of Directors.  See Item 10. “Directors and Executive
Officers of the Registrant.”
 
 Recent
Transactions
 
 The
Company entered into an Asset Purchase Agreement (the “APA”) dated as of June 8,
2009, with Atmosphere Corp., a recently formed Delaware
corporation.  Under the APA, the Company sold to Atmosphere certain
non-core assets identified as OZQ8.com, rights to the unfinished software source
code relating to an Internet business and social network of the Company, and a
license to use all of the intellectual property of the Company.
 
 On April
16, 2009, the Company completed the acquisition of OZQ8, Inc., a Kuwait
corporation (“OZQ8”).  The Company purchased all of the outstanding
capital stock and assets of OZQ8, pursuant to a Securities and Asset Purchase
Agreement which has been filed as Exhibit 10.1 to the Company’s Form 8-K filed
with the SEC on April 20, 2009.  A purchase price of $45,000 was
paid.  OZQ8 owns and operates the domain www.ozq8.com, along with
other related domain names, related source code and intellectual property
rights.  There was no relationship between the Company and OZQ8 prior
to this transaction.  The Company was introduced to OZQ8 by Mohamed Agness,
the Company’s Chief Technology Officer.  The source of funds used by the
Company to acquire OZQ8 was personal funds of members of the Board of
Directors.
 
 The
Company disclosed in a Form 8-K filed with the SEC on April 29, 2009, that it
had entered into a Software License Agreement dated April 23, 2009 (the
“License”), with Web Vois Global Communication, Inc. (the “Licensor”), a
Moroccan corporation.  The Licensor owns technology, patents and
published works (the “Technology”) related to voice over Internet Protocol
(“VOIP”).  The Licensor granted to the Company an exclusive license to
use and modify the software in source code to develop the Company’s website
called the Atmosphere (a social network).  This is expected to provide
the Company with VOIP, videos, text input and audio and Twitter capabilities,
via mobile devices.  The Company paid the Licensor a fee of $33,0000
upon execution of the License and is obligated to pay $33,000 for the first year
thereafter and $16,500 every three months after the first year.
 
 The
Company granted Atmosphere Corp. a non-exclusive 25 year license to use the
intellectual property associated with the portal Yatinoo.com and the Yatinoo
search engine.  In addition, under the terms of the Web Vois License,
the Company granted Atmosphere Corp., a sub-license to use the Web Vois software
in an unfinished source code.  The Company had been granted an
exclusive 25 year license to use the Web Vois software source code.
 
 The
Company has been unable to re-list its securities on the OTC Bulletin Board
maintained by FINRA which has prevented it from obtaining the funds necessary to
expand its business.  The Company’s Board of Directors therefore
decided to limit its activities to its original business of operating the portal
Yatinoo.com.  In consideration for the foregoing sale of assets and
grant of a license to Atmosphere Corp., the Company will receive 5% of the
outstanding Common Stock of Atmosphere Corp.
  6
 
 New
Service Offerings
 
 On
December 16, 2008, the Company launched its new Rapidshare feature for its
online search engine:  search.yatinoo.com, allowing users to refine online
searches by conducting rapidshare file searches.  Rapidshare is a popular
file hosting service that allows the user to download and upload files – once a
file is uploaded the user can then give the download line to others so they can
then download that file.
 
 Search.yatinoo.com
allows users to tailor their online searches through a variety of formats
including websites, images, audio, video, news, blogs, forums and rapidshare
files.  Unlike other online search offerings, search.yatinoo.com allows
users to streamline their selections via color images that are displayed in
conjunction with search results.
 
 As part
of its mission to deliver an industry-leading internet based portal technology
to the emerging, high-growth Arabic, African and Asian populations of the world,
Yatinoo also added several new features to its main site portal
including:
 
 ·
              http://woman.yatinoo.com/index.php
      – an English version of Yatinoo’s sub-portal presenting subjects likely to
      interest women such as:  cuisine, make up, fashion, health,
      diet...  In addition, a chat solution is offered to enable Internet
      users to share opinions and discuss different
  subjects.
  ·
              http://culture.yatinoo.com
      – a site of Arabic culture, philosophy and poetry for adults.  This
      site will also be the intersection for writers and poets of the Arabic and
      African world, thanks to the collaboration of eminent figures.  It is
      sponsored and supervised by the noted Moroccan writer M. Benjelloun
      Larbi.
  ·
              http://musicar.yatinoo.com
      – an Arabic version of Yatinoo’s smart search engine for free mp3 music
      streaming.
  ·
              http://videosar.yatinoo.com
      - an Arabic version of Yatinoo’s search engine for free video
      streaming.
  Additionally,
Yatinoo released an English version of the Company’s corporate website at http://info.yatinoo.com/en/yatinooinfo.htm.
 
 PRODUCTS
AND MEDIA PROPERTIES
 
 Yatinoo
products and services benefit from a user-friendly architecture and the content
is arranged in such a way to offer a better accessibility and more serene
surfing to Internet users. Indeed, the technical crew made sure to make this
project an area for relaxation, exchange and sharing. Sensational architecture,
colors, customized atmosphere, images, pictures and banners are all components
designed to make users spend purely happy moments, before accessing all needed
information and services. In the same sense, it is worth reminding that all of
Yatinoo’s products and services will be offered in the three most used languages
in the Arab world and the African and Asian continents, namely French, Arabic
and English.
  7
 
 YATINOO
MAIN SITE
 
 The
Company's principal website property, Yatinoo.com, was officially launched on
October 27, 2007 and is a comprehensive, intuitive and user-friendly online
guide to Web navigation and aggregated information content. Yatinoo includes a
hierarchical, subject-based directory of Web sites, which enables Web users to
locate and access desired information and services through hypertext links
included in the directory.  The Company has been without the required funds
to implement its business plan.  As of the date of the Yatinoo Acquisition,
the main site included the following services and functionality: search engine,
email, weather, news, videos and mp3 streamings, ecards, and forums, as well as
new specialized websites focusing on sports, games, and personalities in the
Arab, African, Asian world, email, telephony, finance, music, videos, kids, and
women, among others.  Web sites are further organized under these major
headings by hierarchical subcategories. Users can browse the directory listings
by subject matter through a rapid keyword search request that scans the contents
of the entire directory or any subcategory within Yatinoo. The basic Web site
listings are in many cases supplemented with brief descriptive commentary, and a
special symbol is used to indicate listings that, in the view of the Company's
editorial staff, provide unique presentation or content within their topic area.
Yatinoo also provides Web-wide text search results from the YaFinoo search
engine. These results are integrated into the directory search function so that
Web-wide search results are presented in the absence of relevant listings from
the Yatinoo directory.
 
 Yatinoo
also incorporates a rich set of current and reference information from leading
content providers, such as AFP (Agence France Presse) and Schutterstock
(photos). Yatinoo also organizes hypertext links to Web sites featuring current
events and issues of interest, such as elections, holidays, political issues and
major weather conditions, organized in a topical format and updated
regularly.
 
 The main
website of www.yatinoo.com is
deemed as the nucleus part where most of Yatinoo services will be offered. Its
content is arranged so that the user can easily access themes and current
subjects of all kinds, besides numerous useful and well designed services.
Besides basic services (email, messaging, news, weather, among others), the
portal has several specialized sub-sites developed following our desire to
obtain a regional presence, but primarily in a concern to be more present in
Internet users’ daily life (culture, music, novelties, history, famous figures,
business, entertainment, etc.).
 
 As
described in the following table, we expect that many of our products and
services currently offered or under development will be provided for
free.
  8
 
 Yatinoo.com
Main Products & Services
 
 Service
                                                
                                                Content
                                                
                                                Commercial offermail.yatinoo.com
                                                
                                                Messaging
      service for the Yatinoo community
                                                
                                                Free
      servicepeople.yatinoo.com
                                                
                                                Space
      devoted to Yatinoo virtual community. It includes chatting, dating,
      forums, and blogs
                                                
                                                Free
      service-under developmentgames.yatinoo.com
                                                
                                                ·A
      partnership set with “Zylom Media Group’ (www.realgames.com)
                                                    ·Browser games:
      online games
                                                  ·Network games:
      meeting space for aficionados wishing to play within a
      group
                                                
                                                Free
      service (up to a certain level of the game)finances.yatinoo.com
                                                
                                                A
      specialized magazine including all financial information of use to
      investors, businessmen, analysts (exchange rate, stock markets, financial
      news and business opportunities)
                                                
                                                Free
      service-under developmentSports.yatinoo.com
                                                
                                                dedicated
      sub portal offering news, videos, photos, interviews, analysis,
      prognostic, and diverse information related to all kind of sports. A
      proposed sub-portal is planned for the most important sporting events,
      such as Euro 2008.
                                                
                                                Free
      service-under developmentMusic.yatinoo.com
                                                
                                                A
      smart search engine for free mp3 music streaming
                                                
                                                Free
      serviceVideos.yatinoo.com
                                                
                                                A
      search engine for free video streaming
                                                
                                                Free
      servicewomen.yatinoo.com
                                                
                                                A
      sub portal dedicated to present all the subjects likely to interest women
      (such as cuisine, make up, fashion, diet, pregnancy, health,
      sport...)
                                                
                                                Free
      servicemagazine.yatinoo.com
                                                
                                                A
      web magazine to download in PDF format: “Yatinoo Africa Focus” in French
      and “Yatinoo Middle east Focus” in English
                                                
                                                Free
      service-under developmentatfal.yatinoo.com
                                                
                                                A
      sub portal for kids. It includes on line games, activities (painting,
      workshops...), stories, poetry, cartoon strips...
                                                
                                                Free
      service-under developmentagenda.yatinoo.com
                                                
                                                this
      site informs Internet users about the most important events in Africa,
      Asia, and the Middle East: festivals, exhibitions, sports and cultural
      events. It includes also a list of all national and international
      holidays.
                                                
                                                Free
      service-under developmenttakafa.yatinoo.com
                                                
                                                a
      site of culture, philosophy and poetry for grownups. This site will also
      be the intersection for writers and poets of the Arab, African, and Asian
      world, thanks to the collaboration of prominent figures. It is sponsored
      and supervised by the distinguished Moroccan writer M. Benjelloun
      Larbi.
                                                
                                                Free
      service-under developmentYoung
      talents
                                                
                                                discovery
      portal: aims at promoting young talents in different art domains (music,
      theatre, painting...)
                                                
                                                Free
      service-under developmentblogs.yatinoo.com
                                                
                                                site
      giving the opportunity to have a personal blog online and share
      experiences, leisure and personal information
                                                
                                                Free
      service-under
development
  9
 
 The
search engine: winoo1.com
 
 The
Winoo1.com search engine is the pride of the technical crew and one of the main
characteristic services of the portal compared to the other existing in the
market. The features of Winoo1.com are as follows:
 
 ·
              A
      device based on an Arab, African, and Asian technology developed by our
      technical team;
  ·
              A
      smart and “shrewd” tool that can support and optimize searches for
      contents in the three languages of the portal. English and French
      languages are integrated and the Arabic language will be soon
      integrated;
  ·
              A
      professional interactive interface using the web 2.0
      technology;
  ·
              A
      fast and effective engine for theme searches;
  and
  ·
              Direct
      access to a highly rich database likely to meet all
  needs.
  The
platform for free videos streaming:
 Thanks to
a smart search engine developed by our technical team, Yatinoo will offer an
initiative against illegal use of licenses and will offer, at no charge or cost,
an enormous database of videos, allowing Yatinoo registered users to see videos
in a legal manner.
 
 The
platform for free music streaming:
 A second
state-of-the art search engine is suggested for free to the community of
Yatinoo, allowing them to have access to a huge mp3 music database and listen to
their favorite songs in compliance with applicable laws.
 
 The
sub portal for Arabic and African personalities:
 This sub
portal on celebrities provides brief biographies of the most important Arab and
African figures that belong to different backgrounds and left remarkable traces
over history. This site is a way to thank them for their achievements that
contributed to enrich the regional heritage and that of humanity as a whole. In
addition, and by means of a special platform, Internet users have the
possibility to suggest a personality and ask our team of journalists to add such
biography to the existing list of figures.
 
 The
young talents discovering portal:
 This
portal under development will be for discovering young talent in various areas:
music, painting, theatre, writing, video, fashion, technology and other fields.
Yatinoo seeks to become the very first talent discovery portal of the Arab,
African, and Asian world. This would allow a general platform for promotion,
positioning, profiling and of course giving the opportunity to participate into
several competitions appraised by specialized committees.
 
 The
web radio and tv:
 Radio.Yatinoo.com, “Yatinoo
Tunes” and“Yatinoo
Star” will broadcast from the Internet in a first stage and will upgrade
to satellite broadcasting as soon as these services are well developed with
access to the best web radios in Africa, Asia and the Middle East (Arabic,
French and English web radio). These channels will specialize in music, video
clips, promotion of new stars, marketing and many more entertaining
programs.
  10
  The
web magazine:
 “Yatinoo Africa Focus” in
French and “Yatinoo Middle East
Focus” in English are quarterly magazines under development to be
downloaded in a PDF format for free. The contents are varied and rich (news,
interviews, events coverage, articles, publications, etc.). This will be the
magazine written by Yatinoo ́s Web community for Yatinoo ́s community. Articles
will be sent to Yatinoo and will be reviewed, appraised and approved by
Yatinoo ́s Editorial Management.
 
 The
sports sub portal:
 Itis a sub portal
providing full sports information including up-to-the-minute news, results,
breaking news, videos and photos of all kinds of sports (football, basketball,
tennis, winter sports, among others).Sports.yatinoo.com  brings all the latest sports news and world
sports updates thanks to partnerships with professional content providers, but
also to our team of journalists whose mission is to bring the latest news and
highlights from worldwide. We intend to incorporate a forum platform into the
sports sub portal to allow Internet users to communicate, comment and discuss
their favorite topics.
 
 The
on line games platform:
 A
specialized platform for on-line games realized thanks to a partnership set with
one of the most important games provider on the net, namely “Zylom Media Group”.
Thus, a large on line games database is offered to the community of Yatinoo
likely to interest all requirements. The games are suggested for free for the
first stages, and then the players are asked to pay in order to have access to
more levels of the game.
 
 REGIONAL
ONLINE PROPERTIES.
 
 The
Company seeks to build upon its global user base by developing Internet
properties focused on the geographic regions of the Middle East and North
Africa. As of the date of this report, the Company offered regional Yatinoo
properties forTunisia, Morocco, Egypt,
Lebanon, Emirates, Saudi Arabia, and Senegal. Yatinoo’s web portals, which are
developed and maintained by the Company, include listings from the main Yatinoo
service selected and organized on the basis of regional focus, as well as
aggregated local content, such as local news, weather, traffic and sports
licensed from third party content providers including local television and radio
stations, newspapers and entertainment guides, and localized community features,
such as bulletin boards, personals and classifieds listings. The Company
believes that these local properties provide local advertisers a cost-effective
means of targeting their online audience, as well as allowing national
advertisers to target key geographic markets.
 
 INTERNATIONAL
PROPERTIES
 
 Yatinoo
anticipates expanding its footprint to include foreign countries outside of its
primary regional focus once it more firmly develops its operations within such
region. For international properties, the Company anticipates that it would
initially rely upon the editorial efforts of third parties in such geographical
areas to localize Yatinoo for language, customs and cultural interests,
language-specific search capabilities, and to maintain Website listings that are
relevant to the country or metropolitan areas. Yatinoo faces the following
challenges in expanding internationally:
 
 -
              Interest
      and attract, besides the target population, an international virtual
      community from various regions of the world (North America,
      Europe...);
  11
  -
              Contribute
      to the improvement of the Arabic use rate as a surfing language on the
      Internet, owing to appealing and useful
  contents.
  The
success of any web product or service can be assessed through various
performance indicators, the most relevant one being the number of visitors or
“clicks”. Needless to say that the profitability level is also conditioned by
this same indicator, especially with regard to the prices to bill in advertising
contracts.
  In order
to attract and interest a wider virtual community, Yatinoo intends
to:
 
 ·
              Design
      and propose a diverse range of products and services, besides interesting
      regional sites;
  ·
              Ensure
      an effective presence in the daily life of Internet users via planned
      actions of sponsoring, organization of concerts and other socio-cultural
      events and planning of competitions in various leisure activities (games,
      culture, sports...); and
  ·
              Cover
      various events in the Arab, African, and Asian world, namely conferences,
      shows and any other event likely to be of interest to Internet
      users.
  ADVERTISING
SALES AND PRICING
 
 The
Company has derived substantially all of its revenues, to date, from the sale of
advertisements and promotions on Yatinoo web properties. The Company's
advertising products currently consist of a hybrid approach of (1) direct
advertising through banner and other advertising placements that appear within
Yatinoo properties, as well as (2) higher profile promotional sponsorships that
are typically focused on marketing campaigns or particular events, such as a
sweepstakes and will seek to enter into marketing or advertising agreements with
such sources.  Hypertext links are embedded in each banner advertisement to
provide the user with instant access to the advertiser's Web site, to obtain
additional information, or to purchase products and services.
  In order
to engage in marketing among specific targets, Yatinoo teams will market such
offers directly via the local portals of Yatinoo.com and specialized websites,
we will also be direct intermediaries between advertisers and Internet users.
Although a substantial majority of advertising purchases on Yatinoo properties
are for general rotation on pages within the services, the Company seeks to
offer increasingly better targeted properties that will deliver greater value to
advertisers through more focused audiences. By developing an extended family of
"Yatinoo" branded properties, the Company seeks to offer advertisers a wide
range of placement options.
 
 ADVERTISING
SALES ORGANIZATION
  The
Company will maintain an internal sales force in its offices in Morocco. The
Company's advertising sales organization will have consult regularly with
agencies and customers on design and placement of Web-based advertising, and
will provide clients with measurement and analysis of advertising
effectiveness.
  12
  In other
respects, in order to capitalize on our advertising space revenues, we plan to
establish close relationships with local and international agencies, and
particularly the ones that are web specialized. Indeed, such services mainly aim
at purchasing advertising spaces from the media on behalf of advertisers. A
communication mission should then be carried out upstream with such agencies to
promote our platform.
 
 We will
first endeavor to combine various marketing means to sell as much advertising
space as possible. However, the higher the Company’s awareness and audience
become, the more we will go for less commission-consuming methods (as they
involve less intermediaries), by internally developing the required teams and
logistics to ensure direct marketing or by acquiring companies specialized in
such intermediation areas.
 
 ADVERTISING
PRICING
  The
Company's contracts with advertisers typically guarantee the advertiser a
minimum number of "impressions," or times that an advertisement appears in pages
viewed by users of the Company properties.
  The
Company also offers context-based keyword advertising, which permits advertisers
to target users based upon specified keywords that a user enters when searching
within the Company. For example, if a user enters the term "automobile" or
"car," an automobile manufacturer's advertisement could appear on pages
displaying the results of such a search.
 
 In
addition to banner advertising, the Company offers premium positions on the top
page of the Company properties that typically are used in connection with
promotions and special events. The Company's strategy is to use these
sponsorship positions for high-profile promotions that can also result in
additional visibility and awareness for the Company.
 
 ADVERTISING,
CONTENT AND PROMOTIONAL ALLIANCES
  In order
to serve users more effectively and to extend the "Yatinoo" brand to new media
properties, the Company has entered and intends to enter into strategic
relationships with business partners who offer unique content, technology and
distribution capabilities. For example, we plan to partner with content
providers so we can have access to certain sports-related content for our sub
portal, however, we have not yet entered into such partnership or
alliance.
 
 During
the first years of the Company launching, we have deemed it more adequate to
submit our candidacy as an affiliate to one of the existing affiliation
platforms, among which we primarily chose Cibleclick, Tradedoubler and Wipub. As
an affiliate, we can place billboard ads of the advertisers present on the
affiliation platform. Our function will be confined to choosing and placing ads
at the appropriate spot on our web pages. We believe that such means will
ultimately be profitable for our portals and websites that will quickly generate
significant traffic.
 
 We plan
to enter structuring agreements with one or two powerful ad serving programs to
reach advertisers who would rather go through a recognized program (Google
Adsense, Overture, TradeDoubler...), which will be responsible for marketing
advertising space that we will provide among advertisers or their communication
agencies. Therefore, we can include an advertising code on our pages that will
automatically determine the ad to billboard on our pages, since advertisers’
search and choice will be automated. This possibility is the least
time-consuming as our mission involves placing the code at the right placement
on our pages. It is worth noting in this regard that the Company’s development
plan stipulates the future creation or purchase of an ad serving program, to
ensure integration should be profitable to the Company’s
business.
  13
 
 On
January 1, 2008, the Company entered into its initial marketing contract with
PGM International Ltd. (“PGM”) whereby PGM will place the Company advertisements
on cans or bottles of PGM’s energy drink “HYPE.” In return, Hype agreed to
publicize its trademark on Yatinoo’s website.  A translated copy of
the marketing agreement has been filed as Exhibit 10.2 to the Company’s Form
8-K/A, Amendment No. 1, for November 13, 2008, filed on January 8,
2009.  See Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” The Company also plans to enter into
additional publicity and marketing strategic alliances with selected leading
providers which permit the Company to bring "Yatinoo" branded, targeted media
products to market more quickly.
 
 On or
about November 1, 2008, the Company signed an agreement with an industry
consulting firm, the Company will receive referral fees associated with the
agreement in exchange for referring, contacting and initiating discussions on
behalf of the Company with online gaming sites for the purpose of establishing
an affiliate relationship with such online gaming sites.  On or about
December 9, 2008, the Company established its first such affiliation with
PokerStars.com as a result of the agreement with Joag LLC PokerStars.com is an
online poker room with tournaments running every day, which features ring games,
tournaments, Texas Hold ‘em, Omaha and Stud, with fixed limit, pot limit and no
limit.  Also at PokerStars.com, players can learn how to play, and practice
poker skills for free.
 
 In order
to broaden the Company's user base, it has established co-promotional
relationships with commercial online services, Internet access providers and
operators of leading Web sites. The Company believes these arrangements are
important to the promotion of the “Yatinoo” brand, particularly among new Web
users who may first access the Web through these services or Web sites. These
co-promotional arrangements typically are terminable upon short or no
notice.
 
 OPERATIONS
AND TECHNOLOGY
  The
Company makes the web portal available to users through a set of network servers
operating with public domain server software that has been optimized internally
to provide an efficient and responsive user experience. The Company has
developed a set of proprietary database tools that it uses to maintain and
update directory listings on the Company and other directory properties.
Substantially all of the listings on the Company are submitted by Web site
developers. The Company's employees review submissions and categorize them into
appropriate category headings. The Company also uses automated systems to
regularly check Web sites in the Company directory listings, and to remove sites
that are no longer available.
  The
Company includes an internally developed search bar. In establishing other media
properties, including international versions of the web portal, the Company
licenses its directory and search tools to affiliates that operate and maintain
these properties. Additionally, the Company will internally develop a
personalization area on the main site, “MY YATINOO”, to allow users to customize
and localize the information they would normally view like stock quotes, sports
scores and weather, among other features.
  14
 
 Aware of
the vital importance of this project’s technical features on which its success
depends, the Company needs to provide the necessary resources and favorable
conditions for its subsidiary in Morocco, in charge of its technological
development. The subsidiary has a technical crew of highly skilled engineers and
material resources required for sound operation.
 
 Therefore,
the web portal aspires to be a general and modern portal, including products and
services likely to meet all Internet users’ requirements. Within a friendly
structure, the various products and services and the sub-sites have been
designed so as to provide a warm environment and a better
accessibility.
 
 Yatinoo
Content Management System
 
 The
portal design relies on a Content Management System (CMS) solution, developed by
our engineers especially for the portal development requirements. Such
technological solution comprises a kernel and modules likely to integrate any
web technology (java servlet, WAP, Perl etc.). The Yatinoo CMS is a content
management system using a MySQL database and developed with the PHP language. It
is designed according to an Object-Oriented mode to provide optimal structuring
of the code to ensure potential extensions. Moreover, the CMS is an inventive
solution designed in the mid and long run. Owing to its flexible architecture,
this solution provides significant possibilities for extension and enables
adding any web products anytime.
  Yatinoo
Search Engine "YaFinoo"
 
 The
Yatinoo search engine is a powerful, affordable, flexible, feature rich, search
solution. It is including searches in Web, Images, Audio, Video, News, Open
Directory, Wikipedia, PDF, Files and Rapidshare.
 The
search engine creates what is known as a “Virtual Database” in addition to our
internal database. First, we compile our physical or internal database, then we
take a user's request, pass it to several other heterogeneous databases and the
compilation of the results occurs in a homogeneous manner based on the Company ́s
specific algorithm.
 
 Yatinoo
Magic Tool Bar
  Another
technological innovation by the Company’s technical crew is the Yatinoo Magic
Tool Bar (“YMTB”). In terms of architecture, YMTB makes no exception as it has
also been provided with a pleasant and practical design. Hence, this resourceful
tool offers wide opportunities to make optimal searches on the Net. It also
provides a direct and easy access to most products and services thanks to
functional shortcuts. The shrewdest service is the language converting keyboard
to be integrated in the YMTB. This keyboard enables Non-Arab users to write in
Arabic and make searches easily on the Net, without having to command the
language.
 
 MARKET
INFORMATION
 
 The
statistics published to end of December 2007 provided in the table below
indicate that the total number of Internet users exceeds one billion worldwide.
As to the Company’s target markets, the Arab world and the African and Asian
continents include about 78 million Internet users, i.e. 6% of the world
population of Internet users. It also targeted at immigrants, Arab, African, and
Asian living abroad in Europe, Americas, Asia and Australia.
  15
 
 Statistics
of Internet in the World (figures in millions)
  World Regions
                  
                  Population
                    (2007 Est.)
                  
                  
                  %
                    Population
                    of World
                  
                  
                  Internet
                    Usage
                    Latest Data
                  
                  
                  % Population
                    (Penetration)
                  
                  
                  % Usage
                    of World
                  
                  
                  % Usage
                    Growth
                    2000-2007Africa
                  
                  
                  941
                  
                  
                  
                  14
                  %
                  
                  
                  44.4
                  
                  
                  
                  5
                  %
                  
                  
                  3
                  %
                  
                  
                  883
                  %Asia
                  
                  
                  3,733.8
                  
                  
                  
                  56
                  %
                  
                  
                  510.5
                  
                  
                  
                  14
                  %
                  
                  
                  39
                  %
                  
                  
                  347
                  %Europe
                  
                  
                  801.8
                  
                  
                  
                  12
                  %
                  
                  
                  348.1
                  
                  
                  
                  43
                  %
                  
                  
                  26
                  %
                  
                  
                  231
                  %Middle
      East
                  
                  
                  192.7
                  
                  
                  
                  3
                  %
                  
                  
                  33.5
                  
                  
                  
                  17
                  %
                  
                  
                  2
                  %
                  
                  
                  920
                  %North
      America
                  
                  
                  334.7
                  
                  
                  
                  5
                  %
                  
                  
                  238.0
                  
                  
                  
                  71
                  %
                  
                  
                  18
                  %
                  
                  
                  120
                  %Latin
      America
                  
                  
                  569.1
                  
                  
                  
                  9
                  %
                  
                  
                  126.2
                  
                  
                  
                  22
                  %
                  
                  
                  10
                  %
                  
                  
                  598
                  %Oceania/
      Australia
                  
                  
                  33.6
                  
                  
                  
                  1
                  %
                  
                  
                  19.1
                  
                  
                  
                  57
                  %
                  
                  
                  2
                  %
                  
                  
                  152
                  %WORLD
      TOTAL
                  
                  
                  6,606.7
                  
                  
                  
                  100
                  %
                  
                  
                  1,319.8
                  
                  
                  
                  20
                  %
                  
                  
                  100
                  %
                  
                  
                  266
                  %
  Source:
www.internetworldstats.com
  Similarly,
the Internet penetration rate1 in
Africa and the Middle East is 5% and 17%, respectively. With a global rate of 22%,
our target market is comparable to Asia and Latin America (14% and 22%) and
basically fits within the world penetration average of 20%.
 
 Internet
Penetration by World Region (% Population)
 
 
  Source:
www.internetworldstats.com
  16
  While
such proportions seem low compared to other regions of the world2 ,
it is still an emerging and expanding market, full of huge development
potentials, as proved by growth rates of Internet use. As a matter of fact,
Internet use in the Middle East has progressed by 920% between 2000 and 2007
which is the highest growth rate worldwide3. As to
Africa, it has achieved a growth rate of 883% over the same period, way beyond
the progress achieved in Europe or Asia. In other respects, other promising
statistics are related to the most used languages on the Internet. As a
reminder, all the Company’s services will be proposed in three languages:
Arabic, French and English. Statistically, these three languages monopolize over
400 million Internet users worldwide4; this
represents an important potential for the successful launching of the web portal
and the Company’s other products and services.
 
 1
              Number
      of Internet users carried to the total
  population.
 2
              For
      instance, Europe and North America respectively achieve: 26% and 18% of
      worldwide Internet users, with a penetration rate of 43% and
      71%.
 3
              i.e.,
      more than three times the world growth average of Internet
      use.
 4
              English
      is used by 329 million Internet users, French 56 million and Arabic 28
      million.
  17
  The
reasons behind the selection of the seven countries for the launching of the
Company’s products and services are the following:
 
 ·
              Their
      strategic positioning on the African and Asian continents and the Middle
      East geographically, economically, culturally as well as
      demographically;
  ·
              The
      confirmed level of technological development in such
      countries;
  ·
              The
      Internet penetration rate and the promising potential of the local
      market.
 
 Statistically,
the Internet market in these seven countries does not call on any special
comments compared to the general trend observed on the global market in Africa,
Asia and the Middle East. However, it is worth noting that these countries are
technologically advanced compared to neighboring countries and pledge an
interesting growth of Internet use owing to governments’ will to minimize the
technological divide and catch up the delay in terms of Internet penetration
compared to other regions of the world, such as Europe or North America. A
global analysis of the Internet market in these seven countries selected for the
launching of the Company services follows:
  Internet
in the Countries of Launching (figures in millions)
 
 Countries
                            
                            Population
                              (2007 Est.)
                            
                            
                            Internet
                              Users
                              Dec. 2000
                            
                            
                            InternetUsers
                              Dec 2007
                            
                            
                            % Population
                              (Penetration)
                            
                            
                            % Users
                              in Africa/
                              MiddleEast
                            
                            
                            % UseGrowth
                              (2000-2007)MOROCCO
                            
                            
                            33.8
                            
                            
                            
                            0.1
                            
                            
                            
                            6.1
                            
                            
                            
                            18
                            %
                            
                            
                            8
                            %
                            
                            
                            6000
                            %TUNISIA
                            
                            
                            10.3
                            
                            
                            
                            0.1
                            
                            
                            
                            1.6
                            
                            
                            
                            16
                            %
                            
                            
                            2
                            %
                            
                            
                            1518
                            %EGYPT
                            
                            
                            80.3
                            
                            
                            
                            0.5
                            
                            
                            
                            6.0
                            
                            
                            
                            7
                            %
                            
                            
                            8
                            %
                            
                            
                            1233
                            %UNITED
      ARAB EMIRATES
                            
                            
                            4.4
                            
                            
                            
                            0.7
                            
                            
                            
                            1.7
                            
                            
                            
                            39
                            %
                            
                            
                            2
                            %
                            
                            
                            132
                            %LEBANON
                            
                            
                            3.9
                            
                            
                            
                            0.3
                            
                            
                            
                            1
                            
                            
                            
                            26
                            %
                            
                            
                            1
                            %
                            
                            
                            217
                            %SAUDI
      ARABIA
                            
                            
                            27.6
                            
                            
                            
                            0.2
                            
                            
                            
                            4.7
                            
                            
                            
                            17
                            %
                            
                            
                            6
                            %
                            
                            
                            2250
                            %SENEGAL
                            
                            
                            12.5
                            
                            
                            
                            0.04
                            
                            
                            
                            0.7
                            
                            
                            
                            6
                            %
                            
                            
                            1
                            %
                            
                            
                            1525
                            %TOTAL
      (7 countries)
                            
                            
                            172.8
                            
                            
                            
                            1.9
                            
                            
                            
                            21.8
                            
                            
                            
                            13
                            %
                            
                            
                            28
                            %
                            
                            
                            1047
                            %
  www.internetworldstats.com
 
 ·
              The
      seven countries have had a total number of 21.8 million Internet users to
      December 2007, i.e. 28% of the total target market (Africa and Middle
      East);
 
 ·
              The
      Internet penetration rates are basically the highest in the target market.
      They range between 38% in the United Arab Emirates and 5% in Senegal. The
      general average of the Internet use penetration observed in such countries
      is about 13%;
  18
  ·
              The
      growth rate of Internet use between 2000 and 2007 is striking. The
      highest rate is achieved in Morocco (6000%), whereas the growth average is
      around 1047%, which proves one of the most promising
      potentials.
 
 Regarding
the expected profitability of the Media services operation, online advertising
will unquestionably represent the most significant source of income. Actually,
this mode has quickly become one of the most appreciated means by advertisers,
ousting the classical means such as the press, radio and at a lesser extent TV.
This inventive advertisement means increasingly attracts advertisers, as they
can benefit from countless advantages, namely:
 
 ·
              Target
      and deliver a direct message to an audience whose features are
      predetermined;
 
 ·
              Promptly
      and efficiently react to consumers’ needs, preferences and habits by
      directly collecting specific information and utilizing online
      polling;
 
 ·
              Accurately
      measure their advertising’s impact and effectiveness through the
      utilization of statistical data, for instance: the number of visited
      pages, the number of downloading actions or
  clicks.
 
 Therefore,
the online advertisement market remains an expanding market.  Although 2006
was the most lucrative year in terms of e-advertising it has dropped off during
the current world wide recession.
 
 E-pub
Market
 
 The
Internet use for information, entertainment or consumption is undergoing a quick
evolution, namely supported by the high speed generalization. Within such
background, a greater number of advertisers have decided to strengthen their
presence on the web by noticeably increasing their online advertising
investments. They are attracted by the web’s interactivity, measurement tools,
targeting and creativity, which makes it now a mass media a lot more adjusted to
the advertising rationale. Besides, the online advertisement memorization beta
is valued at 11%, i.e. higher than the press, bill-boarding and even higher than
the radio’s. Moreover, Internet constitutes an increasingly predominant share in
media time: currently, an average of 20 to 30% of media consumption time
(Source: Precepta research 2006).
 
 Research
on online advertising investments has enabled to determine the significance of
such channel among other media. The online advertising share in the
advertisement incomes produced by the various media is constantly rising: it
moved from 0.15% in 1998 to 0.52% in 1999, to exceed the threshold of 10.7% in
the first half-year 2007. According to experts, it will become for advertisers
one of the three major media by the year 2009. With an annual progress of 30 to
40%, Internet is undeniably the channel that achieves the most important
advertising growth, since its highly dynamic growth pace widely exceeds that of
other media (TV, radio, press, cinema...). The sector specialists, the increase of
investments, as well as the rise of prices, will keep up, although at less
significant extents.
  19
 
 Among the
reasons of the Internet breakthrough as a media in its own right:
 
 1.
              Internet
      has become more professional owing to the combination of several factors
      that have widely contributed to reassure advertisers and convince them of
      its efficiency:
  -
              Audience
      measurement tools have become more reliable and some of them have acquired
      the recognition of the whole market (such as Nielsen /
      Netratings).
  -
              Advertising
      formats have gradually become more harmonized and click measurement tools
      more accurate.
  -
              Research
      on Internet users’ behavior and ad campaign impacts has become more
      systematic.
  2.
              Internet
      has become a mass media: the continuous growth of Internet users number
      was made possible mainly thanks to the penetration of high speed
      connections, which hastened Internet use and extended the average
      connection time. Just like TV, Internet has become an essential media when
      advertisers seek to target a wide audience. Unlike TV, Internet makes the
      targeting of advertising campaigns more effective and the measurement of
      campaigns’ impact immediate. With the profiling, targeted e-mails and
      campaign bill-boarding among a few targets only, Internet enables
      advertisers to accurately seek out the individuals among which they wish
      to communicate.
  3.
              Internet
      is a media that makes marketing “rational”: Advertisers’ communication
      means are undergoing deep changes. Advertisers seek to establish a
      privileged relationship with their target, interact with consumers and
      develop client or potential client databases. Internet makes all this
      possible; but above all, it enables establishing a trust relation with its
      consumers. Such relation can be established via various tools (viral
      marketing, blogs, high definition advertising,
  etc.).
  4.
              A
      considerably increasing number of advertisers: Such increase is reflected
      by the arrival of new advertisers that have so far been reluctant to
      communicate on the Internet. This trend went along with an average rise of
      advertising campaigns on the
Internet.
  Competition
 
 The
market for Internet products and services is highly competitive and competition
is expected to continue to increase significantly. In addition, the Company
expects the market for web-based advertising, to the extent it continues to
develop, to be intensely competitive. There are no substantial barriers to entry
in these markets, and the Company expects that competition will continue to
intensify. Although the Company believes that the diverse segments of the
Internet market will provide opportunities for more than one supplier of
products and services similar to those of the Company, it is possible that a
single supplier may dominate one or more market segments.
 
 The
Company competes with many other providers of online navigation, information and
community services. Several companies offer competitive web portals, products or
services addressing Web navigation services within the Arab, African, and Asian
market.
  20
  ß
                Direct
      Competitors to the Yatinoo Search Engine
      (Technologically)
  
  ß
                Main
      Competitors to the Yatinoo
Concept
 
 There
      are some local Web Portals in some countries limited to the local
      communities and have nominal or zero ambitions to promote and expand for
      the global Arabic and African markets.There
      are two (2) Middle East Web Portals: “Maktoob.com” and “Ouon.com”
      attempting to cover all the Arab regions but they have succeeded to
      position themselves only in the Middle East. Failed in the Maghreb States
      and no presence in Africa at all.No
      Middle East or African Media Company has a similar concept as the Company,
      so in the line of the Company’s Business Strategy, there is no direct
      competition
  21
  The
Company expects to face competition in the various special interest, demographic
and geographic markets addressed by media properties that are under development.
This competition may include companies that are larger and better capitalized
than the Company and that have expertise and established brand recognition in
these markets. There can be no assurance that the Company's competitors will not
develop Internet products and services that are superior to those of the Company
or that achieve greater market acceptance than the Company's offerings.
Moreover, a number of the Company's current advertising customers, licensees and
partners have also established relationships with certain of the Company's
competitors, and future advertising customers, licensees and partners may
establish similar relationships.
 
 The
Company also competes with online services and other Web site operators, as well
as traditional offline media such as television, radio and print for a share of
advertisers' total advertising budgets. The Company believes that the number of
companies selling Web-based advertising and the available inventory of
advertising space have increased substantially during the past year. 
Accordingly, the Company may face increased pricing pressure for the sale of
advertisements. There can be no assurance that the Company will be able to
compete successfully against its current or future competitors or that
competition will not have a material adverse effect on the Company's business,
operating results and financial condition.
  The
Company believes that the principal competitive factors in its markets are brand
recognition, ease of use, comprehensiveness, independence, quality and
responsiveness of search results and the availability of targeted content and
focused value added products and services. Competition among current and future
suppliers of Internet navigational and informational services, high-traffic
Websites, as well as competition with other media for advertising placements,
could result in significant price competition and reductions in advertising
revenues. Moreover, many of the Company's current and potential competitors have
significantly greater financial, technical, marketing and other resources than
the Company. There can be no assurance that the Company will be able to compete
successfully against current and future sources of competition or that the
competitive pressures faced by the Company will not have a material adverse
effect on the Company's business, operating results and financial
condition.
 
 Intellectual
Property
 
 The
Company regards its copyrights, trademarks, trade dress, trade secrets and
similar intellectual property (including those belonging to its subsidiaries) as
critical to its success, and the Company relies upon trademark and copyright
law, trade secret protection and confidentiality and/or license agreements with
its employees, customers, partners and others to protect its proprietary rights.
Yatinoo has registered its trademark “Yatinoo” in Germany and has applied for
the registration of a number of its trademarks, including "Yatinoo” in the
United States and (based upon anticipated use) internationally. Effective
trademark, copyright and trade secret protection may not be available in every
country in which the Company's products and media properties are distributed or
made available through the Internet. The Company (either directly or through its
operating subsidiaries) has licensed in the past, and it expects that it may
license in the future, elements of its distinctive trademarks, trade dress and
similar proprietary rights to third parties, including in connection with
branded mirror sites of the Company and other media properties that may be
controlled operationally by third parties. Substantially all content appearing
in the Company's online properties, such as news, weather, sports scores and
stock quotes, is licensed from third parties under short-term
agreements.
 
 Employees
 
 As of
June 26, 2009, the Company had 5 full-time employees, including its CEO,
comprised of 2 in administration and finance, and 3 in research and product
development.  Prior to July 2008, Yatinoo had 50 employees in total, forty
(40) of these were based in Tunisia; however, Yatinoo went through a reduction
in force to result in the current number of employees
  22
 
 Government
Regulation
 
 The
Company is not currently subject to direct regulation by any government agency
in the United States, other than regulations applicable to businesses generally,
and there are currently few laws or regulations directly applicable to access to
or commerce on the Internet. However, in the event the Company receives
personally identifiable information or engages in “e-commerce” transactions with
U.S. based Internet users, it may be subject to regulation by the Federal Trade
Commission for its activities in the United States.  In addition, if
the Company engages in an email marketing campaign in the U.S. it may be subject
to the Can-Spam Act of 2003.  Due to the increasing popularity and use
of the Internet, it is possible that a number of laws and regulations may be
adopted with respect to the Internet, covering issues such as user privacy,
pricing and characteristics and quality of products and services. Any such new
legislation or regulation or the application of existing laws and regulations to
the Internet could have a material adverse effect on the Company’s business,
operating results and financial condition.
 
 Environmental
Laws
 
 As the
Company does not own any real property and does not engage in a business that is
typically subjected to significant environmental law (federal, state, and local)
compliance burdens, such as the oil, manufacturing, or computer industries, it
does not anticipate significant costs of compliance or other effects with
respect to environmental laws.
 
 ITEM
1A.  RISK FACTORS
  RISK
FACTORS
  Investors
should carefully consider the risks and uncertainties described below before
deciding to buy our securities. While these are the risks and uncertainties we
believe are most important for you to consider, you should know that they are
not the only ones facing us. If any of the following risks actually occurs, our
business, financial condition or results of operations would likely suffer. In
these circumstances, the value of our securities could decline, and investors
could lose all or part of the money they paid to buy our
securities.
  The
following factors, in addition to those discussed elsewhere in this document,
should be considered carefully in evaluating the Company and its business. The
order of presentation of each risk factor is not indicative of the relative
importance of such factor. Moreover, the following risk factors are not
necessarily exhaustive of the risk factors necessary to make an investment
decision.
  23
  A
PENDING INVESTIGATION BY THE SEC COULD HAVE AN ADVERSE IMPACT ON OUR
BUSINESS.
 
 The SEC
has initiated a formal investigation primarily concerning the accuracy and
adequacy of publicly-available information about the Company securities,
including information in the market place regarding the number of the Company's
issued and outstanding shares and market capitalization, and the Company's
operations, as well as the trading activity in the market for the Company
securities.  The SEC investigation is ongoing and has required
management time and the expenditure of significant legal expense. In addition,
the Company faces the risk that the investigation will result in fines and/of
penalties assessed against the Company for which there is inadequate insurance
coverage. The result of this matter could have a material adverse effect on our
business, results of operations and financial condition.
 
 WE
ARE CURRENTLY WITHOUT SUFFICIENT FUNDS TO OPERATE.
 
 Since we
do not have commercial operations which can generate revenues today, we are
dependent on the proceeds of future offerings for working
capital.  Our officers and directors and their affiliates have been
funding the Company’s operations since the suspension of trading in our
securities which ended on December 31, 2008.  We were otherwise unable
to obtain funds to operate our business. The terms of the issuance of securities
have significantly diluted  the ownership percentage of existing
shareholders.  This has resulted in a significant decrease in the fair
market value of our equity securities in 2009.
 
 We are
currently without sufficient funds to implement our business plan and can
operate only on a limited basis.  There can be no assurance that any
additional financings will be available to us or that adequate funds for our
operations will be available when needed or on terms that are acceptable to
us.  The inability to secure additional financing would prevent us
from continuing in business which would result in the loss of your investment in
the Company.
 
 WE
EXPECT TO CONTINUE TO INCUR LOSSES FOR THE NEAR FUTURE.
  We
project that we will continue to incur development and administrative expenses
and operate at a loss for at least the next 12 months. We will need to generate
significant revenues to achieve sustained profitability. We cannot be certain
whether or when this will occur because of the significant uncertainties with
respect to our business. We cannot be certain that we will ever achieve
profitability or be able to remain in business.
 
 OUR FINANCIAL
STATEMENTS HAVE BEEN PREPARED ASSUMING THAT THE COMPANY WILL CONTINUE AS A GOING
CONCERN.
  The
accompanying financial statements to this report have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company’s accumulated deficit, lack of operations and
sources of revenues raise substantial doubt about the Company’s ability to
continue as a going concern. Our independent registered public accounting firm
has included an explanatory paragraph expressing doubt about our ability to
continue as a going concern in their audit report dated July 21,
2009.
  24
 
 CURRENT
ECONOMIC RECESSION COULD MATERIALLY ADVERSELY AFFECT THE COMPANY.
  The
Company’s future operations and performance depend significantly on worldwide
economic conditions. Uncertainty about current global economic conditions poses
a risk as consumers and businesses have reduced or postponed their product,
services and advertising expenditures in response to tighter credit,
negative financial news and/or declines in income or asset values, which could
have a material negative effect on our business.  Other factors that
could influence demand for our services and advertising revenues include
continuing increases in fuel and other energy costs, conditions in the
residential real estate and mortgage markets, the financial crisis, labor and
healthcare costs, access to credit, consumer confidence, and other macroeconomic
factors.  These and other economic factors could have a material
adverse effect on demand for the Company’s services and on the Company’s
financial condition, operating results, and cash flows.
  The
current financial turmoil affecting the banking system and
financial markets and the possibility that financial institutions may
consolidate or go out of business have resulted in a tightening in the
credit markets, a low level of liquidity in many financial markets,
and extreme volatility in fixed income, credit, currency and equity
markets. There could be a number of follow-on effects from the credit
crisis on the Company’s prospective operations, including insolvency of
industry partners, service providers, and contractors.  While the
ultimate outcome of these economic conditions cannot be predicted, they could
have a negative impact on our liquidity and financial condition if our ability
to borrow money to finance operations were to be impaired.
  THE
RESUMPTION OF QUOTATIONS AND TRADING OF OUR COMMON STOCK OVER THE OTCBB SHALL
NOT RESUME UNLESS AND UNTIL FINRA APPROVES AN APPLICATION BY OUR BROKER-DEALERS
UNDER F0RM 211.
  The SEC’s
suspension of trading in our common stock which occurred on December 17, 2008,
ended on December 31, 2008.  However, pursuant to Rule 15c2-11
promulgated under the Securities Exchange Act of 1934, brokers, dealers and
market makers are prohibited from directly or indirectly offering or resuming
quotations in our Common Stock on the OTC Bulletin Board (the “OTCBB”), unless
such market maker has strictly complied with Rule 15c2-11.  As a
result, quotations by broker-dealers and trading of our common stock over the
OTCBB is not permitted to resume until FINRA has cleared an application (Form
211).  FINRA reviewed such an application by one broker-dealer,
however, did not resume quotations and trading of our common stock on the OTCBB
and is unwilling to do so, without a new registration statement declared
effective with the SEC.
 
 THERE
IS CURRENTLY NO PUBLIC TRADING MARKET FOR OUR SECURITIES
 
 There is
no public trading market for our securities. There can be no assurance that a
market for our common stock will be established on the OTCBB or on any national
securities exchange or market. If we do not maintain trading on the OTCBB or
listing on an exchange or market and an active market in our common stock does
not develop, it may be more difficult for stockholders to dispose of their
common stock and could diminish significantly the market value of our common
stock. Outstanding shares of our common stock cannot be offered, sold,
pledged or otherwise transferred unless registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.
 
 An
aggregate of 15 million (pre reverse split) shares of common stock were
registered for resale by selling shareholders pursuant to a prospectus dated
April 10, 2008, as supplemented, contained in Registration Statement No.
333-149995 and were sold in connection with the Yatinoo
Acquisition.
  25
  Rule 144
promulgated under the Securities Act is not available to our investors that hold
unregistered stock until at least twelve months after we ceased to be a shell
company, which occurred on or about November 19, 2008, when the Company filed
Form 10 type information with the Commission.  There can be no
assurance that we will continue to fulfill in the future our reporting
requirements under the Exchange Act, maintain the effectiveness of our
registration statement(s), or disseminate to the public any current financial or
other information concerning the Company.
  IF
AN ACTIVE MARKET DEVELOPS FOR OUR COMMON STOCK, THE MARKET PRICE OF OUR STOCK IS
LIKELY TO BE VOLATILE.
  Should
trading of our common stock resume on the OTCBB and an active market develops,
it is likely that the market price for our common stock will be volatile and
subject to wide fluctuations in response to a number of events and factors,
including announcements of technological innovations or new products and media
properties by the Company or its competitors, changes in financial estimates and
recommendations by securities analysts, the operating and stock price
performance of other companies that investors may deem comparable to the
Company, news reports relating to trends in the Company's markets, being subject
to the SEC’s penny stock rules, the depth and liquidity of the market for our
common stock, investor perception and fluctuations in our operating results and
market conditions.  In addition, the market prices for shares of
smaller capitalization companies generally, and the market prices for
Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such
companies.  These broad market and industry fluctuations may adversely
affect the trading price of the Company's Common Stock, regardless of the
Company's operating performance.
 
 OUR COMMON STOCK MAY BE DEEMED A
“PENNY STOCK,” WHICH WOULD MAKE IT MORE DIFFICULT FOR OUR INVESTORS TO SELL
THEIR SHARES.
 
 It is
expected that our common stock will be subject to the “penny stock” rules
adopted under Section 15(g) of the Exchange Act. The penny stock rules apply to
companies whose common stock is not listed on the Nasdaq Stock Market or other
national securities exchange and trades at less than $4.00 per share or that
have tangible net worth of less than $5,000,000 ($2,000,000 if the company has
been operating for three or more years).
 
 These
rules require, among other things, that brokers who trade penny stock to persons
other than “established customers” complete certain documentation, make
suitability inquiries of investors and provide investors with certain
information concerning trading in the security, including a risk disclosure
document and quote information under certain circumstances. Many brokers have
decided not to trade penny stocks because of the requirements of the penny stock
rules and, as a result, the number of broker-dealers willing to act as market
makers in such securities is limited. If we remain subject to the penny stock
rules for any significant period, it could have an adverse effect on the market,
if any, for our securities. If our securities are subject to the penny stock
rules, investors will find it more difficult to dispose of our
securities.
  26
 
 PREFERRED
STOCK AS AN ANTI-TAKEOVER DEVICE
  The
Company is authorized to issue 5 million shares of preferred stock, $.001 par
value. The preferred stock may be issued in series from time to time with such
designation, voting and other rights, preferences and limitations as the board
of directors of the Company may determine by resolution.  Unless the
nature of a particular transaction and applicable statutes require such
approval, the board of directors has the authority to issue these shares without
shareholder approval. The issuance of preferred stock may have the effect of
delaying or preventing a change in control of the Company without any further
action by shareholders.
 
 BUSINESS
RISKS
 
 WE
HAVE A SHORT OPERATING HISTORY AND MAY BE SUBJECT TO ALL RISKS OF A NEW
BUSINESS.
  The
Company was founded in March 2007 and launched its service in October 2007 and
therefore has a short operating history. As a result, it is difficult for us to
accurately forecast our future operating performance. Our business, operating
results and financial condition may be materially adversely affected if our
revenue does not meet our projections. Our prospects must be considered in light
of the risks, delays, expenses and difficulties frequently encountered by
companies in the early stage of development. Many of these factors are beyond
our control, including unanticipated research and development expenses,
employment costs, and administrative expenses. We cannot assure purchasers of
our securities that our proposed business plans as described above under Item 1.
“Business” will materialize or prove successful, or that we will ever be able to
operate profitably. We may not be able to implement our business strategy
successfully or to address the risks we face in a cost-effective manner. Our
inability in either regard would have a material adverse effect on our
business.
 
 OUR
SERVICES ARE SUBJECT TO SYSTEMS FAILURES AS A RESULT OF CAPACITY
CONSTRAINTS
 
 A key
element of the Company's strategy is to generate a high volume of use of its
online media properties. Accordingly, the performance of the Company's online
media properties is critical to the Company's reputation, its ability to attract
advertisers to the Company's Web sites and to achieve market acceptance of these
products and media properties. Any system failure that causes interruption or an
increase in response time of the Company's products and media properties could
result in less traffic to the Company's Web sites and, if sustained or repeated,
could reduce the attractiveness of the Company's products and media properties
to advertisers and licensees. An increase in the volume of queries conducted
through the Company's products and media properties could strain the capacity of
the software or hardware deployed by the Company, which could lead to slower
response time or system failures, and adversely affect the number of impressions
received by advertising and thus the Company's advertising revenues. In
addition, as the number of Web pages and users increase, there can be no
assurance that the Company's products and media properties and infrastructure
will be able to scale accordingly. The Company also faces technical challenges
associated with higher levels of personalization and localization of content
delivered to users of its services, which adds strain to the Company's
development and operational resources. The Company is also dependent upon Web
browsers and Internet and online service providers for access to its products
and media properties. Any disruption in the Internet access could have a
material adverse effect on the Company's business, operating results and
financial condition. Furthermore, the Company is dependent on hardware suppliers
for prompt delivery, installation and service of servers and other equipment
used to deliver the Company's products and services.
  27
  The
Company's operations are dependent in part upon its ability to protect its
operating systems against physical damage from fire, floods, earthquakes, power
loss, telecommunications failures, break-ins and similar events. The Company has
an Automatic Live Back-up System for the main servers.  Despite the
implementation of network security measures by the Company, its servers are
vulnerable to computer viruses, break-ins and similar disruptions from
unauthorized tampering with the Company's computer systems. The occurrence of
any of these events could result in interruptions, delays or cessations in
service to users of the Company's products and media properties, which could
have a material adverse effect on the Company's business, operating results and
financial condition.
 
 OUR
PUBLIC IMAGE MAY SUFFER DUE TO A LACK OF BROAD ACCEPTANCE OUTSIDE OF THE ARABIC,
AFRICAN AND ASIAN REGIONS
 
 The
Company’s development plan relies on disseminating and perpetuating an image of
professionalism and belonging in the international marketplace. In the event
cultural bias and other factors result negatively affecting the public image of
the Company, it is foreseeable that such misperception could negatively effect
the business prospects of the Company in regions other than the Arabic, African,
and Asian regions. Depending on the Company’s growth, it may be more difficult
for the Company to address or exert a degree of control over any such potential
public image related issues.
 
 OUR
INDUSTRY CHANGES RAPIDLY DUE TO EVOLVING TECHNOLOGY STANDARDS AND OUR FUTURE
SUCCESS WILL DEPEND ON OUR ABILITY TO CONTINUE TO ENHANCE AND IMPROVE OUR
PRODUCTS AND SERVICES.
  Our
future success will depend on our ability to address the increasingly
sophisticated needs of our website users by supporting existing and emerging
search engine, software, database and website platforms, as well as maintaining
pace with the explosive growth of Internet-related products and services, which
are difficult to predict. We must develop and introduce enhancements to our
existing products and services and new products and services on a timely basis
to keep pace with technological developments, evolving industry standards and
changing user interests and preferences. We expect that we will have to respond
quickly to rapid technological change, changing user preferences, frequent new
product introductions and evolving industry standards that may render existing
products and services obsolete. As a result, our position in existing markets or
potential markets could be eroded rapidly by technology advances of our
competitors or our failure to keep up with industry-wide technological advances.
We expect that these efforts will continue to require substantial investments.
We may not have sufficient resources to make the necessary investments. Any of
these events could have a material adverse effect on our business, operating
results and financial condition.
  28
  DEPENDENCE
ON KEY PERSONNEL
 
 The
Company's performance is substantially dependent on the performance of its
management and key technical personnel. In particular, the Company's success
depends substantially on the continued efforts of its management team, which
currently is composed of a small number of individuals who only recently joined
the Company. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, operating
results and financial condition of the Company. We do not have employment
agreements with any employees and do not maintain directors and officers’
liability insurance.  If we are unable to obtain adequate directors
and officers insurance, our ability to retain and recruit qualified directors
and officers may be curtailed.
 
 The
Company's future success also depends on its continuing ability to attract and
retain highly qualified technical and managerial personnel. Competition for such
personnel is intense and there can be no assurance that the Company will be able
to retain its key managerial and technical employees or that it will be able to
attract and retain additional highly qualified technical and managerial
personnel in the future. The inability to attract and retain the necessary
technical and managerial personnel could have a material and adverse effect upon
the Company's business, operating results and financial condition.
  OUR
FUTURE OPERATIONS COULD BE SUBJECT TO NEW LEGISLATION OR REGULATION
  The
Company is not currently subject to direct regulation by any government agency
in the United States, other than regulations applicable to businesses generally,
and there are currently few laws or regulations directly applicable to access to
or commerce on the Internet. Due to the increasing popularity and use of the
Internet, it is possible that a number of laws and regulations may be adopted
with respect to the Internet, covering issues such as user privacy, pricing and
characteristics and quality of products and services. Any such new legislation
or regulation or the application of existing laws and regulations to the
Internet could have a material adverse effect on the Company's business,
operating results and financial condition.
 
 WE
MAY BE LIABLE FOR UNINSURED CLAIMS
  Because
materials may be downloaded by the online or Internet services operated or
facilitated by the Company and may be subsequently distributed to others, there
is a potential that claims will be made against the Company for defamation,
negligence, copyright or trademark infringement, personal injury or other
theories based on the nature and content of such materials. Such claims have
been brought, and sometimes successfully pressed against online services in the
past. In addition, the Company could be exposed to liability with respect to the
selection of listings that may be accessible through the Company's branded
products and media properties, or through content and materials that may be
posted by users in classifieds, bulletin board and chat room services offered by
the Company. It is also possible that if any information provided through the
Company's services, such as stock quotes, analyst estimates or other trading
information, contains errors, third parties could make claims against the
Company for losses incurred in reliance on such information. Also, to the extent
that the Company provides users with information relating to purchases of goods
and services, the Company or its operating subsidiaries could face claims
relating to injuries or other damages arising from such goods and services;
although the Company will carry general liability insurance, the Company's
insurance may not cover potential claims of this type or may not be adequate to
indemnify the Company for all liability that may be imposed. Any imposition of
liability or legal defense expenses that are not covered by insurance or is in
excess of insurance coverage could have a material adverse effect on the
Company's business, operating results and financial condition.
  29
  DIRECTORS
AND OFFICERS HAVE LIMITED LIABILITY.
  As
permitted by the Delaware General Corporate Law, the Company’s certificate of
incorporation and by-laws limit the personal liability of the directors and/or
stockholders of the Company for monetary damages for breach of fiduciary duty as
a director but such provision does not eliminate or limit the liability of a
director in certain circumstances, such as for (i) any breach of the director’s
duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporate Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.
 
 MAINTENANCE
OF OUR TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS IS COSTLY AND WE MAY BE SUED
FOR INFRINGEMENT
  The
Company regards its copyrights, trademarks, trade dress, trade secrets and
similar intellectual property as critical to its success, and the Company relies
upon trademark and copyright law, trade secret protection and confidentiality
and/or license agreements with its employees, customers, partners and others to
protect its proprietary rights. The Company pursues the registration of its
trademarks in the United States and (based upon anticipated use)
internationally, and has applied for the registration of certain of its
trademarks, including "Yatinoo.” Effective trademark, copyright and trade secret
protection may not be available in every country in which the Company's products
and media properties are distributed or made available through the Internet. The
Company expects that it may license in the future, elements of its distinctive
trademarks, trade dress and similar proprietary rights to third parties,
including in connection with branded mirror sites of the Company and other media
properties that may be controlled operationally by third parties. While the
Company attempts to ensure that the quality of its brand is maintained by
prospective licensees, no assurances can be given that such licensees will not
take actions that could materially and adversely affect the value of the
Company's proprietary rights or the reputation of its products and media
properties, either of which could have a material adverse effect on the
Company's business. Also, third parties may copy significant portions of the
Company directory listings for use in competitive Internet navigational tools
and services, and there can be no assurance that the distinctive elements of the
Company will be protectable under copyright law. There can be no assurance that
the steps taken by the Company to protect its proprietary rights will be
adequate or that third parties will not infringe or misappropriate the Company's
copyrights, trademarks, trade dress and similar proprietary rights. In addition,
there can be no assurance that other parties will not assert infringement claims
against the Company.
 
 Many
parties are actively developing search, indexing and related Web technologies at
the present time. The Company believes that such parties have taken and will
continue to take steps to protect these technologies, including seeking patent
protection. As a result, the Company believes that disputes regarding the
ownership of such technologies are likely to arise in the future.
 
 From time
to time the Company expects to be subject to legal proceedings and claims in the
ordinary course of its business, including claims of alleged infringement of the
trademarks and other intellectual property rights of third parties by the
Company and its licensees. Such claims, even if not meritorious, could result in
the expenditure of significant financial and managerial
resources.
  30
  OUR
FUTURE OPERATING RESULTS DEPEND ON THE CONTINUED DEVELOPMENT OF A MARKETING AND
SALES PROGRAM.
  The
growth of our Company and our operating results are dependent on a successful
marketing and sales program and on our ability to develop new website users. If
we are unable to create and implement a successful sales and marketing program
and to grow our base of website users, we will not be successful.
  WE
MAY NOT BE ABLE TO SUCCESSFULLY COMPETE AGAINST COMPANIES WITH SUBSTANTIALLY
GREATER RESOURCES.
  While we
believe that we currently do not have any direct competition who competes in
each of our geographic areas, we may encounter future competition from companies
that develop products or services similar to those of the Company. This could
cause us to lose existing users and advertising sales and prevent us from
successfully implementing our business model. Most of our potential future
competitors are larger and have many more employees and substantially greater
technological, marketing and financial resources than we do and thus will be
able to exert significant influence on the markets in which we could be
competing. They can use their experience and resources against us in a variety
of competitive ways, including by investing more aggressively in research and
development in order to develop products or services competitive to the Company
web portal. If they are successful in developing similar or improved products or
services compared to the Company web portal, we could experience a significant
decline in anticipated revenues and profits. In addition, the web portal
industry could experience substantial price competition in the future. There can
be no assurance that any future price competition by our competitors, if it
develops, will not have a material adverse effect on our operations or results
or that we will be able to react with price or product and service changes of
our own to maintain our projected market position.
  OUR
BUSINESS MAY BE SUBJECT TO FLUCTUATIONS IN THE ECONOMY AND GEOPOLITICAL
EVENTS.
  Our
business could be affected by general economic conditions and those specific to
the Internet, as well as geopolitical events such as war, threat of war or
terrorist actions. Such an economic or geopolitical event could materially and
adversely affect our business and financial condition.
  OUR
BUSINESS MAY FACE RISKS ASSOCIATED WITH THE MARKETING, DISTRIBUTION AND SALE OF
ITS PRODUCTS AND SERVICES INTERNATIONALLY, AND IF ANY SUCH BUSINESS IS UNABLE TO
EFFECTIVELY MANAGE THESE RISKS, IT COULD IMPAIR THE ABILITY OF OUR BUSINESS TO
EXPAND ITS BUSINESS ABROAD.
  The
marketing, distribution and sale of our products internationally exposes us to a
number of markets with which we have limited experience. If we are unable to
effectively manage these risks, it could impair our growth prospects. These
risks include:
  31
 
 ·
              difficult
      and expensive compliance with the commercial and legal requirements of
      international markets with which we may have only limited
      experience;
  ·
              inability
      to obtain, maintain or enforce intellectual property
    rights;
  ·
              encountering
      trade barriers, such as export requirements, tariffs, taxes and other
      restrictions and expenses, which could affect the competitive pricing of
      products and reduce market share in some
  countries;
  ·
              fluctuations
      in currency exchange rates relative to the U.S.
  dollar;
  ·
              difficulty
      in recruiting and retaining individuals skilled in international business
      operations;
  ·
              increased
      costs associated with maintaining international marketing
      efforts;
  ·
              economic,
      social and political instability;
  ·
              cultural
      and language differences;
  ·
              restrictions
      on the repatriation of profits or payment of
  dividends;
  ·
              crime,
      strikes, riots, civil disturbances, terrorist attacks and
      wars;
  ·
              nationalization
      or expropriation of property;
  ·
              law
      enforcement authorities and courts that may be inexperienced in commercial
      matters;
  ·
              deterioration
      of political relations with the United
States;
  ·
              difficulty
      of enforcing revenue collection internationally;
  and
  ·
              potential
      infringement of third-party intellectual property rights or inability to
      obtain such rights.
  All or a
portion of our international sales may be denominated in Euros. As a result,
increases in the value of the Euro relative to other foreign currencies could
cause advertising costs with regard to our web portal and related products and
services to become less competitive in such other international markets and
could result in limited, if any, sales and profitability. In addition, market
conditions may require us to denominate a majority of our sales in local
currencies, which may further expose such a business to foreign exchange gains
or losses.
  Our
strategy may include establishing regional and international web properties. If
we implement such a strategy, we may encounter legal restrictions and liability,
encounter commercial restrictions and incur taxes and other expenses which may
harm our profits and future prospects.
  32
  PROBLEMS
WITH THIRD PARTY SERVICE PROVIDERS COULD AFFECT OUR BUSINESS.
 
 We intend
to rely on third-party service providers, including telecommunications and
bandwidth providers and data center operators, in operating our business. Any
disruption in the services provided by these service providers or any failure by
them to handle our anticipated higher volumes of traffic could have an adverse
effect on our business, the nature and extent of which we cannot predict. We
exercise little control over these service providers, which increases our
vulnerability to problems with the services they provide to us. We could
experience occasional interruptions and delays in service which may negatively
impact our relationship with our users or advertising and marketing partners and
adversely affect our business. In addition, our service providers may be
vulnerable to damage or interruption from earthquakes, terrorist attacks,
floods, fires, power loss, telecommunications and bandwidth failures, computer
viruses, computer denial of service attacks and similar events. The occurrence
of a natural disaster, break-in, sabotage and intentional acts of vandalism, or
other unanticipated problems at these data centers, could result in extended
interruptions in our service which could reduce our revenues and
profits.
  OUR
BUSINESS MAY BE ADVERSELY AFFECTED BY MALICIOUS THIRD-PARTY APPLICATIONS THAT
INTERFERE WITH OUR COMMUNICATIONS WITH OUR WEBSITE USERS, WITH THEIR DATA OR
WITH THEIR EXPERIENCE IN DEALING WITH US.
  Computer
viruses, worms and similar software programs may harm the performance of the
Internet. Our business may be adversely affected by malicious applications such
as computer viruses and worms that make changes to our users’ computers and
interfere with their use of the Company web portal, their data or their
experience with us. These applications may in the future attempt to interfere
with our ability to communicate with our users. This interference could occur
without our knowledge or disclosure to or consent from our users, resulting in a
negative experience that users may associate with the Company. These
applications may be difficult or impossible to uninstall or disable, may
reinstall themselves and may circumvent other applications’ efforts to block or
remove them. The ability to communicate with our users and provide them with a
superior experience is critical to our success. If efforts to combat these
malicious applications are unsuccessful, our reputation may be harmed and our
relationships with certain users could be impaired. This could result in a
decline in the number of users or traffic and a decline in advertising revenues,
which would damage our business.
  OUR
VOTING CONTROL IS CONCENTRATED AND PROVISIONS IN OUR CHARTER DOCUMENTS COULD
DISCOURAGE CHANGES THAT STOCKHOLDERS MAY CONSIDER FAVORABLE.
  Our
principal shareholders own or control a majority of our outstanding voting
equity securities. In addition, provisions in our certificate of incorporation
and bylaws, as amended, may have the effect of delaying or preventing a change
of control or changes in our management that stockholders may consider
favorable. These provisions include the following: (i) our Board of Directors
will have the right to elect directors to fill a vacancy created by the
expansion of the Board of Directors or the resignation, death or removal of a
director; and (ii) stockholders may act by written consent to elect directors,
provided that if such consent is less than unanimous, such action may be in lieu
of an annual meeting only if all directorships are filled. These provisions may
discourage or deter stockholders from attempting to take certain actions at a
stockholders’ meeting. As a result, our principal shareholders will have the
ability to significantly influence the outcome of all matters requiring
shareholder approval, including the election and removal of a majority of our
directors, and the ability to significantly influence our management and our
affairs.
  33
  WE
CAN PROVIDE NO ASSURANCE THAT OUR INTERNAL CONTROL OVER OUR FINANCIAL REPORTING
WILL BE EFFECTIVE UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF
2002.  ESTABLISHING INTERNAL CONTROLS OVER OUR FINANCIAL REPORTING IS
LIKELY TO INCREASE OUR COSTS.
 
 Section
404 of the Sarbanes-Oxley Act of 2002 (“SOX”) and the rules issued thereunder
have required certain changes in the corporate governance, securities disclosure
and compliance practices of United States public companies. Our compliance with
these rules is likely to increase our general and administrative
costs.  In particular, our management is required to conduct an
evaluation of the effectiveness of our internal control over financial reporting
as of each year-end, beginning December 31, 2009.  We are required to
include in our annual report on Form 10-K a report on our management’s
assessment of the effectiveness of our internal control over financial
reporting. Our independent registered public accounting firm will also issue an
audit report on management’s assessment and on our internal control over
financial reporting as of each year end, beginning December 31,
2009.
 
 We expect
that SOX and such other laws, rules and regulations promulgated thereunder will
increase legal and financial compliance costs and will make our corporate
governance activities more difficult, time-consuming and costly. Given the
complexities and inherent risks associated with the operation of internal
control over financial reporting, we can provide no assurance that our internal
control over financial reporting will be effective under Section 404. Moreover,
we can provide no assurance as to any matters that might be reported in our
management’s assessment of our internal control over financial reporting or our
independent registered public accounting firm’s audit report. If we are not able
to implement the requirements relating to internal controls and all other
provisions of Section 404 in a timely fashion or achieve adequate compliance
with these requirements or other requirements of SOX, we might become subject to
sanctions or investigation by regulatory authorities such as the SEC or the
Financial Industry Regulatory Authority, Inc. Any such action may
materially adversely affect our reputation, financial condition and the value of
our securities, including our common stock. Additionally, ineffective internal
control over financial reporting could cause investors to lose confidence in our
reported financial information and could result in a lower trading price for our
securities.
 
 THE
COMPANY CURRENTLY DOES NOT INTEND TO PAY DIVIDENDS TO ITS
STOCKHOLDERS.
  We do not
intend to declare or pay cash dividends to our stockholders until we have
achieved profitability, if ever.  Management anticipates that after
establishment of suitable reserves for taxes and working capital, and for
additional product research and development, dividends may be distributed by the
Company to its stockholders. The Company cannot provide any assurance that it
will be able to pay any dividends to shareholders.
  34
 
 WE
ARE SUBJECT TO CRITICAL ACCOUNTING POLICIES, AND WE MAY INTERPRET OR IMPLEMENT
REQUIRED POLICIES INCORRECTLY.
 
 Prior to
the Yatinoo Acquisition, we followed IFRS adopted by the European Union as
reconciled to U.S. GAAP in preparing our financial statements.  In
this Annual Report, our financial statements have been prepared in accordance
with U.S. GAAP.  As part of this process, we must make many estimates
and judgments about future events. These affect the value of the assets and
liabilities, contingent assets and liabilities, and revenue and expenses that we
report in our financial statements. We believe these estimates and judgments are
reasonable, and we make them in accordance with our accounting policies based on
information available at the time. However, actual results could differ from our
estimates, and this could require us to record adjustments to expenses or
revenues that could be material to our financial position and results of
operations in future periods.
  BECAUSE WE BECAME PUBLIC BY MEANS OF
A REVERSE MERGER TRANSACTION, WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.
 
 There may
be risks associated with the Company becoming a public company through a
“reverse merger.” Securities analysts of major brokerage firms may not provide
coverage of the Company because there is no incentive to them to recommend the
purchase of the Company’s common stock. We cannot assure investors that
brokerage firms will ever want to conduct any secondary offerings on the
Company’s behalf.
 
 THIS
ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT MAY PROVE TO NOT BE
ACCURATE.
  This
Annual Report on Form 10-K contains forward-looking statements that involve
known and unknown risks and uncertainties. All statements other than those of
historical facts, including those regarding business strategy, the plans and
objectives of management, our projected costs and expected benefits, and similar
statements, are forward-looking statements. These forward-looking statements are
based on our current expectations. Important factors that could cause our
results to differ materially from our expectations include those set forth in
this “Risk Factors” section and elsewhere in this Annual Report on Form
10-K.
 
 ITEM
2.  PROPERTIES
 
 The
Company’s headquarters facility is located in an office suite in 510 Turnpike
Street, Suite 103, North Andover, MA 01845 USA. The Company occupies this
facility which is approximately 2,500 square feet under a three-month lease from
a non-affiliated landlord at $3,400 per month.  The Company, acting
through its subsidiary Yatinoo Maroc, SARL, alsorent one office in
Tangier Morocco with a total of approximately 2,500 square feet under a month to
month lease from a non-affiliated landlord at $500 per month.The Company believes
that its existing facilities are adequate to meet current requirements, and that
suitable additional or substitute space will be available as needed to
accommodate any further physical expansion of corporate operations and for any
additional sales offices.
  35
 
 ITEM
3.  LEGAL PROCEEDINGS - LITIGATION
 
 The
Company is not currently aware of any legal proceedings or claims other than as
described below.
Yatinoo International S.A. has commenced two lawsuits against the former
management of its former Tunisian subsidiary, the Company Tunisia, SARL (the
“Tunisian Subsidiary”): (i) Complaint of Defamation, Case No. 7055056 deposited
at the court in Sousse / Tunisia and at the Financial Brigade; and (ii)
Complaint of misuse of Corporate Assets, Case No. 7055052 at the court in Sousse
/ Tunisia. In both cases, Yatinoo is seeking reparations regarding mismanagement
of its Tunisian Subsidiary which was sold to a non-affiliated third party on
July 24, 2008.  The Company intends to prosecute these cases
vigorously.
 
 The U.S.
Securities and Exchange Commission (“SEC”) suspended trading in the securities
of the Company from December 17, 2008 through December 31, 2008.  The
Order of Suspension stated that, “Questions have arisen concerning the accuracy
and adequacy of publicly-available information about Yatinoo securities,
including information in the market place regarding the number of Yatinoo’s
issued and outstanding shares and market capitalization, and Yatinoo’s
operations.  Questions have also arisen about trading activity in the
market for Yatinoo securities. “Although Yatinoo’s current report on Form 8-K
filed with the SEC on November 19, 2008 reported 30 million shares issued and
outstanding, the official OTC Bulletin Board site, as well as all other sites
reflected the previously outstanding 150 million shares.  As a result
the market capitalization that was displayed for Yatinoo was five times the
actual number but has now been corrected.  The Company also filed on
January 8, 2009, under Form 8-K/A to the November 13, 2008 Form 8-K, the English
translation of the Marketing Agreement dated January 1, 2008 between Yatinoo
International, S.A. and PGM International Ltd.  The Company is
cooperating fully with the SEC in its investigation, which is
ongoing.
 
 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
  36
 
 PART
II
  ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED MATTERS
  As of
October 30, 2008, our common stock was listed for trading on the OTCBB and we
were issued “SOCN” as our trading symbol.  Prior to that date, our
common stock was not traded in the public market.  Following the
Company’s name change to “Yatinoo, Inc.”, our common stock listing on the OTCBB
was changed to the symbol "YTNO" and trading under that symbol commenced on
December 2, 2008.
 
 The
Company's common stock had been suspended from trading by the U.S. Securities
and Exchange Commission (“SEC') on December 17, 2008, which suspension ended on
December 31, 2008, however, the SEC investigation continues and as of the date
of this report, trading has not yet resumed on the OTCBB.
 
 As of
March 19, 2009, the Board of Directors of the Company unanimously authorized and
directed its transfer agent to cancel an aggregate of 4,530,000 (pre reverse
split) shares, or 15% of the 30,000,000 issued and outstanding shares to leave
25,470,000 then issued and outstanding after such date.  The shares
were held by five shareholders affiliated with three German consultants whose
agreements had previously been terminated by the Company.  The
terminations resulted from the Company learning that they or their affiliates
were under investigation by German authorities for possible stock manipulations
at the same time that the SEC suspended trading in the Company’s
securities.
 
 In an
effort to eliminate concerns of the SEC and FINRA, the Board of Directors of the
Company resolved on March 24, 2009, to have all holders of registered the
Company shares enter into lock-up agreements.  The former shareholders
of Stone Consulting Services (n/k/a Yatinoo, Inc.) each signed lock-ups for an
aggregate of 600,000 shares in connection with the change of
control.  The remaining 14,400,000 registered shares (less 25,961
shares which were sold in the open market and 4,530,000 cancelled, as
described above) have signed or will sign two-year lockups pursuant to which
they will be permitted to sell 1% of their registered shares per month, or 10%
per annum.
 
 On June
23, 2009, the Company amended and restated its Certificate of Incorporation,
pursuant to Board and Shareholder approval, to decrease the number of authorized
shares of common stock from 500 million to 50 million and effect a one for 40
reverse stock split to reduce the then issued and outstanding 34,896,000 shares
to 872,400 shares. Except where noted, all shares and per share amounts in this
report give retroactive effect to the reverse split.
 
 The
following table sets forth, for the periods indicated, the high and low bid
quotations for our common stock on the OTCBB as reported by various Bulletin
Board market makers.  The quotations reflect inter-dealer prices, without
adjustments for retail mark-ups, mark-downs, commissions or the June 23, 2009, 1
for 40 reverse stock split and may not necessarily reflect actual
transactions.
  37
  
 Period
                          
                          High Trade
                          
                          
                          Low Trade2009First
      Quarter
                          
                          
                          —
                          
                          
                          
                          —2008Fourth
      Quarter
                          
                          $
                          4.85
                          
                          
                          $
                          4.02
  On August
6, 2009 there were 60 stockholders
ofrecord and 872,400 shares of our common stock issued and outstanding.
 To date,
we have never declared or paid any cash dividends on our capital stock and we do
not expect to pay any dividends in 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 our financial condition,
operating results, current and anticipated cash needs and plans for
expansion.
  Recent
Sales of Unregistered Securities
 
 All
issuances of restricted securities by the Company during the year ended December
31, 2008 were previously reported on Current Reports on Form 8-K or the
Company’s Quarterly Reports on Form 10-Q.
 
 ITEM
6.  SELECTED FINANCIAL DATA.
  The
Company is not required to provide the information required by this Item as a
smaller reporting company.
  ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
  Statement
Regarding Forward-Looking Disclosure
  Certain
statements contained in this report, including, without limitation, statements
containing the words, "likely," "forecast," "project," "believe," "anticipate,"
"expect," and other words of similar meaning, constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.  Our plans and objectives are based, in part,
on assumptions involving the continued expansion of our business.
 Assumptions relating to the foregoing involve judgments with respect to,
among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Although we believe that
our assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements included in this report will prove to be
accurate.  In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved.  We undertake no obligation to
revise or update publicly any forward-looking statements for any
reason.
  38
  General
  The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and related notes which are
filed hereto.  Unless otherwise identified, the consolidated financial
data set out in this document are derived from the Company’s consolidated
financial statements and the notes thereto which have been prepared in
accordance with U.S. GAAP. Unless otherwise identified, the financial
statements are presented in U.S. Dollars, which is now the Company’s functional
and presentation currency.
 
 The
Company offers a family of branded online media properties, including its
flagship property Yatinoo.com, as further described above under “Product
and Media Properties.”  Under the "Yatinoo" brand, the Company
provides intuitive, context-based guides to online content, Web search
capabilities, aggregated third-party content and community and personalization
features mainly targeted to the Arab, African, and Asian market.  The
Company seeks to extend its brand position and audience by continuing to
aggregate and develop Web content that serves focused groups of Internet users
with specific subject-area, demographic and geographic
characteristics.  As of the date of this report, the Company offers
different subject-matter focused versions of its website, including versions for
women, children, sports, culture, finance, and news, among others, and
demographically focused properties for Internet users.
 
 As
previously reported, the Company is currently building out its service platform
to include a comprehensive Internet Business Network (IBN) service
offering.  The Company anticipates its IBN will encompass three key
areas: Community, Financial Data and News,  and Project Management and
Collaboration.  It recently expanded its service offerings to include
the “Rapidshare” search feature, which allows the user to download and upload
files to others.
 
 The
Company makes its properties available without charge to users, and intends to
generate revenue primarily through the sale of banner advertising. Advertising
on the Company properties will be sold internally by the Company, as well as by
third party agents.  We provide a range of marketing services that
make it easier and more effective for advertisers and marketers to reach and
connect with users who visit our online properties. We believe that our
marketing services enable advertisers to deliver highly relevant marketing
messages to their target audiences.
 
 In terms
of general market trends for online advertising spending, there has been a
steady increase each year from 2002 through 2007, particularly with search
engine portals, such as Google.com, which account for more than half of such
annual advertising revenues in more recent years, according to the
Economist.com, “Not ye old banners”, November 27, 2008, available at www.economist.com.  In
November of 2008, eMarketer, a market-research firm, predicted that
online-advertising spending in America, which makes up about half the global
total, will increase by 8.9% in 2009, rather than the 14.5% it had forecast in
August.  In other words, eMarketer appears to believe that online
advertising will continue to expand in the recession - just not as quickly as
previously expected.  However, according to the above article from the
Economist.com, an internet analyst at Morgan Stanley estimates that if the
economy stops growing, ad spending is likely to fall by 4%.  If the
economy shrinks by 2%, overall ad spending may fall by 10%.  In
addition, this analyst points out that for the online segment, recent history is
cause for pessimism given that during the dotcom recession between 2000 and
2002, online ad spending in America fell by 27%.
  39
  Despite
these headwinds, management remains hopeful that the ongoing trend of major
advertisers shifting from print advertising into online advertising may provide
some support for the level advertising revenues the Company may receive during
the next twelve months, however, acknowledges that the current economic crisis
will likely continue to add downward pressure on its advertising revenues during
this timeframe.  In addition, strengthening of the U.S. Dollar
against other currencies could have a further negative impact on our
international revenues.
 
 Regarding
financing sources, the Company has relied on revenues from its marketers and
advertisers in the fiscal year ended December 31, 2008 pursuant to written
agreements with such sources, as well as funding in the form of payments for
stock subscriptions from both the founding stockholders of the Company and
founders of Pubco prior to the Yatinoo Acquisition, in order to pay the
Company’s organizational expenses and audit and legal expenses over the course
of fiscal years 2008 and 2007.  In addition, in the first half of 2009,
since FINRA’s suspension of trading on the OTCBB, the Company has been unable to
obtain funding from any outside sources.  Accordingly, from January 1,
2009 through June 30, 2009, the Company has received an aggregate of
approximately $315,300 from officers, directors and their affiliates to meet our
near-term reporting and compliance obligations, including legal, accounting,
audit  and other vendor fees.  Approximately $189,000 of
these funds were provided for notes.  The remainder of these funds
have subscribed for shares of Common Stock at $.80 per share.
 
 Given the
current market conditions and the lack of debt or equity financing options
currently available,management’s main
objectives over the near term and beyond are to focus its efforts on the
development and offer of a suite of services under its website as described
under “Business” and finding ways to support advertising revenues.  In
terms of sources of financing, management anticipates seeking either additional
advances from its current management or affiliated entities.  As a
result of concerns about the stability of financial markets generally and the
solvency of counterparties specifically, the cost of obtaining money from the
credit markets has increased as many lenders and institutional investors have
increased interest rates, enacted tighter lending standards, and refused to
refinance existing debt or equity at all or on acceptable terms.  If
funding is not available when needed, or is available only on unfavorable terms,
we may be unable to fund our working capital requirements which would have a
material adverse effect on our ability to continue as a going
concern.
 
 Off-Balance
Sheet Arrangements
  We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to
investors.
  40
  Going
Concern
  The
financial statements included in this filing have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of us as a going concern. The Company has had minimal revenues and has generated
losses from operations.  In order to continue as a going concern and
achieve a profitable level of operations, the Company will need, among other
things, additional capital resources and to develop a consistent source of
revenues.  Management intends to develop its revenue sources, as well
as use borrowings and security sales to mitigate the effects of its cash
position, however no assurance can be given that debt or equity financing, if
and when required, will be available. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets and classification of liabilities that might be necessary should we be
unable to continue existence.
  Critical
Accounting Policies
  We have
identified the policies outlined below as critical to our business operations
and an understanding of our results of operations.  The list is not
intended to be a comprehensive list of all of our accounting policies.  In
many cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for Management's judgment in their application.  The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results.  Note that our preparation of the financial statements
requires us to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of our financial statements, and the reported amounts of revenue and
expenses during the reporting period.  There can be no assurance that
actual results will not differ from those estimates.  A description of
significant accounting polices that require us to make estimates and assumptions
in the preparation of our financial statements are as follows:
  Intangible Assets. We
amortize intangible assets over their estimated useful lives. Identifiable
amortizable intangible assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Determination of recoverability is based on the lowest level of
identifiable estimated undiscounted future cash flows resulting from use of the
asset and its eventual disposition. Measurement of any impairment loss is based
on the excess of the carrying value of the asset over its fair value. Fair value
is determined based on the lowest level of identifiable estimated future cash
flows using discount rates determined by our management to be commensurate with
the risk inherent in our business model. Our estimates of future cash flows
attributable to our intangible assets require significant judgment based on our
historical and anticipated results and are subject to many factors. Different
assumptions and judgments could materially affect estimated future cash flows
relating to our intangible assets which could trigger impairment. No impairments
of intangible assets were identified during any of the periods
presented.
  Investments in Equity
Interests. We account for investments in the common stock of entities in
which we have the ability to exercise significant influence but do not own a
majority equity interest or otherwise control using the equity method. In
accounting for these investments we record our proportionate share of the
entities’ net income or loss, one quarter in arrears.
  41




We review
our investments in equity interests for impairment whenever events or changes in
business circumstances indicate that the carrying value of the investment may
not be fully recoverable. Investments identified as having an indication of
impairment are subject to further analysis to determine if the impairment is
other-than-temporary and this analysis requires estimating the fair value of the
investment. The determination of fair value of the investment involves
considering factors such as the stock prices of public companies in which we
have an equity investment, current economic and market conditions, the operating
performance of the companies, including current earnings trends and forecasted
cash flows, and other company and industry specific information. The fair value
determination, particularly for investments in privately-held companies,
requires significant judgment to determine appropriate estimates and
assumptions. Changes in these estimates and assumptions could affect the
calculation of the fair value of the investments and the determination of
whether any identified impairment is other-than-temporary.
  Stock
Based Compensation Expense
  The
Company adopted SFAS No. 123R, "Share-Based Payments" inthe first quarter of
fiscal 2009.Under the
requirements of SFAS No. 123R, share-based compensation cost is estimated
at the grant date based on the fair value of the award and is recognized as an
expense over the requisite service period of the award. The Company recognizes
stock option expense using the straight-line attribution method under SFAS
No. 123R. The Company uses the Black-Scholes option-pricing model to
estimate the fair value of stock options. Option valuation models require the
input of assumptions, including the expected life of stock options, the expected
stock price volatility, the risk-free interest rate, and the expected dividend
yield. The expected volatility and expected life are based on our limited
operating experience. The risk-free interest rate is based on U.S. Treasury
interest rates whose term is consistent with the expected life of the stock
options. Expected dividend yield was not considered in the option pricing
formula as we do not pay dividends and have no current plans to do so in the
future. We will update these assumptions if changes are warranted.
 
 Results
of Operations - Year Ended December 31, 2008 Compared to Year Ended December 31,
2007.
 
 Revenues:
 
 As noted
previously, the Company intends to generate revenues through the sale of banner
advertising.  For the years ended December 31, 2008 and 2007, the
Company has not generated such revenues. The Company expects to see favorable
developments in connection with its marketing campaign and the re-design of the
web-portal and additional services offered. The Portal was entirely re-designed
again in June 2008 and re-launched, with a new, attractive look, including new
web services and products.
 During
the year ended December 31, 2008 established an initial marketing contract with
PGM International Ltd. (“PGM”) whereby PGM was to have placed the Company
advertisements on cans or bottles of PGM’s energy drink “HYPE.” Under this
Agreement, Yatinoo was to have received E 1,000,000 in services and was to have
paid PGM, €850,000 and Hype for publicizing its trademark in the Company’s
website.  The difference of €150,000 was to have been transferred to
the Company’s account.  Services agreed to by the parties were not
performed and the contract was never fulfilled.




42




On or
about November 1, 2008, the Company signed an agreement with an industry
consulting firm, the Company will receive referral fees associated with the
agreement in exchange for referring, contacting and initiating discussions on
behalf of the Company with online gaming sites for the purpose of establishing
an affiliate relationship with such online gaming sites.  On or about
December 9, 2008, the Company established its first such affiliation with
PokerStars.com as a result of the agreement with Joag LLC PokerStars.com is an
online poker room with tournaments running every day, which features ring games,
tournaments, Texas Hold ‘em, Omaha and Stud, with fixed limit, pot limit and no
limit.  Also at PokerStars.com, players can learn how to play, and practice
poker skills for free.  No reveneues were generated from these
agreements during the period ended December 31, 2008.





Operating
Expenses:





Selling
and Distribution Expense





Selling
and distribution expenses for the year ended December 31, 2008 were $1,660,000,
as compared with $195,000 for the year ended December 31, 2007. In the year
ended December 31, 2008, the Company expended funds mainly towards the
production of its business development plan and marketing
efforts.  The dramatic increase in marketing and public relations
expenses are the result of the Company’s entering into a marketing campaign
during the year ended December 31, 2008, for the purpose of publicizing its web
portal. For this campaign, the Company elected an energy drink to stamp its
marketing designs on their cans and bottles..





General
and Administrative Expenses




General
and Administrative Expenses for the year ended December 31, 2008 were $136,000,
as compared to zero for the year ended December 31, 2007. Such general and
administrative expenses for the year ended December 31, 2008 included
$50,112of
director’s remuneration, $13,920 of staff remuneration, $1,392 of recruitment
and $1,392 towards incorporation expenses.





Interest
Expense




Interest
expense was$32,000
for the year ended December 31, 2008 and none for the comparable period in 2007.
These costs principally are interest charges incurred in connection with bank
loans of $129,000 in the aggregate as of December 31, 2008, as set forth in the
consolidated balance sheet to the financial statements, as compared to $57,000
in bank loans as of December 31, 2007.





Net
Loss





During
the year ended December 31, 2008, the Company incurred a net loss of $1,807,000.
The net loss was attributed to mainly (i) selling and distribution costs
resulting from increased marketing and public relations expenses, as well as
legal and professional expenses and (ii) general and administration expenses of
$136,000, as described above. During the six month period ended December 31,
2007, the Company incurred a net loss of $167,000.


43





Liquidity
and Capital Resources as of December 31, 2008 and as of December 31,
2007





As of
December 31, 2008, the Company had total assets of $47,000 as compared to
$342,000 total assets as of December 31, 2007. The decrease in total assets is
mainly the result of a decrease in accounts receivable from $266,000 of $14,000
as a result of collections and writeoffs on uncollectible balances.




As of
December 31, 2008, the Company had total liabilities of $2,221,000 (which was
comprised primarily of accounts payable and accrued expenses of $1,972,000) as
compared to $505,000 as of December 31, 2007. The increase in accounts payable
and accrued expenses was a result of  increased trade and other
payables totaling $768,000 and increased shareholder loans of approximately
$755,000.




As of
December 31, 2008, the Company had a stockholders’ deficit of $2,174,000, as
compared to a stockholders’ deficit of $163,000 as of December 31, 2007. The
reduction in stockholders’ equity is due to the net loss in the period of
$1,807,000 and the Company’s purchase of $230,000 in treasury stock from an
investor.  As a result of these changes, accumulated deficit increased
from $167,000 as of December 31, 2007 to $1,975,000 as of December 31,
2008.





The
statement of cash flows shows a decrease in cash or cash equivalents from
$64,000 as of December 31, 2007, to $6,000 as of December 31,
2008.  Net cash provided from operations totaled $93,000 in the fiscal
year ended December 31, 2008, due to the net loss in the period of $1,807,000
offset by increases in accounts payable and accruals of $1,524,000, other long
liabilities totaling $120,000 and decreased accounts receivable of $252,000. Net
cash provided by operations totaled $15,000 for the period ended December 31,
2007 due to the net loss in the period of $167,000 and increased accounts
receivable totaling $266,000, offset by increases in accounts payable and
accruals of $449,000.





Net
cash used in investing activities totaled $19,000 for the period ended December
31, 2008, due primarily to capital expenditure of tangible and intangible
assets.  Net cash used in investing activities totaled $12,000 for the
period ended December 31, 2007, due primarily to capital expenditures and
investments in joint ventures.





Net cash
used in financing activities totaled $132,000 for the period ended December 31,
2008, due primarily to the purchase of treasury stock for $230,000, offset by
proceeds from notes payable.  Net cash provided in financing
activities totaled $61,000 for the period ended December 31, 2007, due primarily
to the proceeds from notes payable.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




The
financial statements and financial statement schedules referred to in the index
contained on page F-1 of this report following Part IV, Item 15, are
incorporated herein by reference.




ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




None


44





ITEM
9A(T).  CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures





Disclosure
controls and procedures refer to controls and other procedures designed to
ensure that information required to be disclosed in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the SEC and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management is required to apply its judgment in evaluating and implementing
possible controls and procedures.




As
required by Rule 13a-15 or 15d-15 under the Exchange Act, our management,
including our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2008.  Based on that evaluation, our
management, including the Chief Executive Officer and Chief Financial Officer,
has concluded that our disclosure controls and procedures were not effective as
of the end of the period covered by this report,as well as at March 31, 2009 and June 30,
2009, to ensure
that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure. Management concluded that our disclosure
controls and procedures were not effective due to the fact that our financial
statements, including notes and Form 10-K
were not completed in a timely manner and were more than several months late in
being completed. As previously reported, all officers of the Company resigned in
March 2009, as a result of the Company’s lack of
funds.  While a new interimCEO was
appointed, as well as new Board members, Management believes these resignations
and the relocation of operations from Spain to the United States had a material
adverse effect on the effectiveness of the Company’s disclosure
controls and proceduresduring the first half of 2009.  Management has
hired necessary personnel to eliminate these delays.





Changes
in Internal Controls Over Financial Reporting




Management
has not identified any change in the Company’s internal control over financial
reporting that occurred during the fourth fiscal quarter of 2008 that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.





Internal
Control over Financial Reporting




This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of our
registered public accounting firm due to a transition period established by the
rules of the Securities and Exchange Commission for newly public
companies.


45




Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Act”), beginning
with our Annual Report on Form 10-K for the fiscal year ending
December 31, 2009, we will be required to furnish a report by our
management on our internal control over financial reporting. This report will
contain, among other matters, an assessment of the effectiveness of our internal
control over financial reporting as of the end of our fiscal year, including a
statement as to whether or not our internal control over financial reporting is
effective. This assessment must include disclosure of any material weaknesses in
our internal control over financial reporting identified by management. If we
identify one or more material weaknesses in our internal control over financial
reporting, we will be unable to assert our internal control over financial
reporting is effective.  In addition, our independent registered
public accounting firm will be required to issue an attestation report on
management’s assessment and on our internal control over financial reporting as
of each year end, beginning with our Annual Report on Form 10-K for the
fiscal year ending December 31, 2009.





ITEM
9B.  OTHER INFORMATION




Not
Applicable.


46





PART
III





ITEM
10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT





Executive
Officers and Directors




The
following table sets forth the name, age, position and term of directorship, as
applicable, of each of the Company’s directors and executive officers as of June
30, 2009. Unless otherwise noted, the below Executive Officers and
Directors serve until the next annual meeting of stockholders or until their
successors have been elected and qualified.





Name and Position
              
              Age
              
              PositionFrancis
      P. Magliochetti, Jr.
              
              51
              
              Interim
      CEO and DirectorPeter
      K. Rogal
              
              51
              
              DirectorMarshall
      S. Sterman
              
              76
              
              DirectorMichael
      J. Magliochetti
              
              45
              
              DirectorBarry
      Hoffman
              
              73
              
              Director




Mr. Francis P. Magliochetti, Jr.has been the interim
Chief Executive Officer ofYatinoo, Inc. since March
2009.  Mr. Magliochetti is the Manager of Parcae Capital, a
consulting firm which provides interim executive management to companies. Mr.
Magliochetti is a seasoned executive, specializing in the service, product and
technology environment. Over the last 25 years he has served on numerous
companies’ Boards of Directors and Advisory Boards.  On February 13,
2007, Mr. Magliochetti entered into a Plea and Cooperation Agreement with the
U.S. Attorney’s Office in the U.S. District Court for Massachusetts, pursuant to
which he was subsequently sentenced to three years’ probation in connection with
the criminal proceedings brought against National Century Financial Enterprise,
a lender to Mr. Magliochetti’s employer.  Prior to joining the Company, Mr.
Magliochetti has been an independent healthcare consultant during which time he
founded Medical Solutions Management, Inc. in 2005 and has since served as a
consultant to such company.  From December 2006 until March 9, 2007,
Mr. Magliochetti served as Chairman of the Board and Chief Executive Officer of
Andover Medical, Inc.  Mr. Magliochetti has served as Chairman and/or
Chief Executive Officer for companies such as Rehab Medical Holdings LLC,
OrthoRehab, Inc. (from February 2002 until January 2005), Kontron Cardiovascular
Systems, Chartwell Diversified Services, Inc, MED Diversified, as well as
numerous others. He has held senior positions with Haemonetics, American
Hospital Supply and Baxter International. Mr. Magliochetti holds an A.M.P.
Certificate from Harvard Graduate School of Business, a GMP Certificate from
Stanford Business School, a M.B.A. from Suffolk University and a B.S. in
Pharmacy from Northeastern University.  Francis Magliochetti is the
brother of Michael Magliochetti, a director of the Company.


47





Mr. Peter K. Rogal has been a Director of Yatinoo, Inc.
since March 2009.Mr. Rogal has over 30 years of experience in
the high tech electronics industry as a sales and marketing executive, serial
entrepreneur and business executive.  Mr. Rogal started his career at a
defense contractor, Lockheed Sanders in 1979.  Subsequently, he was
the founder, equity partner and sales executive of a defense electronics firm
Dynaco Corp.  Mr. Rogal was a majority shareholder of Comtel Electronics, a
military printed circuit board and electro-mechanical assembly company.  In
1996, Comtel and Dynaco were sold to Palomar Corporation.  Mr. Rogal next
founded Comtel Security Systems, in Tustin, CA.  Comtel Security Systems
was subsequently sold to a series of private investors.  He then joined
Gold Circuit Electronics Ltd, a manufacturer of high volume commercial and
industrial printed circuit boards, as President.  Gold Circuit Electronics
Ltd has become one of the largest and most respected suppliers of printed
circuit boards in the world.  Currently, Mr. Rogal is the CEO of Gold
Circuit Electronics Global Sales and Services LLC.  Mr. Rogal is also the
founder and 100% shareholder of Brooktrout Ventures, a small to midsized angel
investing and marketing firm focusing on the electronics industry and Hi-Q USA
an innovative aquarium products design and manufacturing company.  Mr.
Rogal received his BS in Economics and Political Science from Ithaca
College.  There were no transactions between the Company and Mr. Rogal
prior to his appointment to the Board.





Mr. Marshall S. Sterman has been a
Director of Yatinoo, Inc. since November 2008. Mr. Stermanis currently the Chief
Executive Officer and President of The Mayflower Group, Ltd., a Boston,
Massachusetts based consulting company, where he has been employed since 1986.
Since March 2007, he has also been Chairman and President of Aquamer, Inc.,
which is a development stage public company with technology in the fields of
dermatology and urinary incontinence. He also serves as a director of Andover
Medical, Inc., Net Currents, Inc., and is a Chairman of Medical Solutions
Management, Inc. and WiFiMed Holdings Company, Inc. He previously served as
managing partner of Cheverie and Company and MS Sterman & Associates, both
merchant banking firms, and president of Sterman & Gowell Securities, an
investment banking and securities firm. During his over 40 years of investment
banking/corporate finance experience, Mr. Sterman has assisted businesses in
obtaining financing as a principal of a registered broker-dealer as a merchant
banker and as a consultant. Mr. Sterman served as an officer in the US Navy and
holds his B.A. from Brandeis University and his M.B.A. from Harvard
University.




Mr. Michael J. Magliochetti,
Ph.D. has
been a Director of Yatinoo, Inc. since
November 2008. Hehas most recently
transitioned from the position of Entrepreneur-in-Residence from March 2006 to
June 2007, with Oxford Bioscience Partners LP, a leading life science venture
capital firm, to President and CEO of Claros Diagnostics, a developer of rapid
point-of-care immunoassay technology of which Oxford was the leading Series A
investor.  He maintains the position of Chair of MediQuint, an investment
team at Oxford Bioscience Partners.  From 2003 to March 2006, he was CEO of
Rehab Medical Holdings, Inc., a company focused in orthopedics, which was
acquired at a premium valuation.  Previously, he was President and CEO of
Hema Metrics Corporation, a private blood monitoring and diagnostic technology
company. Dr. Magliochetti was President and CEO of UroSurge Corporation, a
company specializing in products for the urology market of which a sale
transaction was executed.  He has held senior positions with the medical
device company Haemonetics Corporation; the polymer products company Delta
Surprenant, and an assignment with the U.S. Army Research Command. Dr.
Magliochetti currently serves on the Advisory Board for the Pediatric New
Technology Initiatives Group of Boston Children’s Hospital, The Institute for
Pediatric Innovation, and on the Board of Directors of Spire Corporation. 
He has also served as an Adjunct Professor of Biomedical Engineering at the
University of Iowa and has consulted with many early-stage companies in the
medical device and pharmaceutical industry.  He holds several patents, has
authored numerous publications both in technology and business, and has served
on several panels at numerous conferences. Dr. Magliochetti holds B.S. and Ph.D.
degrees in Chemical Engineering from Northeastern University and the University
of Massachusetts at Amherst, respectively, and a High Technology M.B.A. from
Northeastern University.


48





Mr. Barry Hoffman has been a director
of Yatinoo since April
28, 2009.He has been the Consulate General of Pakistan since
1976.  Mr. Hoffman currently acts as Chairman of the Executive
Committee of the Consular Corps in Boston, MA.  He is an active member
of the Pakistan Association of Greater Boston and is on the Board of the
Pakistan Millennium Commission.  He serves as a Life Trustee of the
USS Constitution Museum and is on the Board of the Hale
Reservation.  Mr. Hoffman is a retired U.S. Air Force Officer and
graduated from Massachusetts College of Pharmacy.





Board
of Directors Committees and Meetings




Currently,
our Board of Directors has no separate audit, nominating and corporate
governance or compensation committees. We intend to promptly form an audit
committee, a nominating and corporate governance committee and a compensation
committee. The entire Board of Directors will initially comprise each of the
entire committees, until such committees are formed.




During
the Company’s fiscal year ended December 31, 2008, all business of the Board of
Directors was conducted by resolutions unanimously consented to in writing by
all of our Directors (sole Director until November 6, 2008) and filed with the
minutes of the proceedings of the Directors.




Stockholder
Communications with Directors




Shareholders
who want to communicate with the board or with a particular director may send a
letter to the Secretary of the Company. The mailing envelope should contain a
clear notation indicating that the enclosed letter is a “Board Communication” or
“Director Communication.” All such letters should state whether the intended
recipients are all members of the board or just certain specified individual
directors. The Secretary will circulate the communications (with the exception
of commercial solicitations) to the appropriate director or directors.
Communications marked “Confidential” will be forwarded unopened.





Involvement
in Certain Legal Proceedings




During
the past five years no director or executive officer of the Company or Yatinoo:
(i) has been involved as a general partner or executive officer of any business
which has filed a bankruptcy petition; (ii) has been convicted in any criminal
proceeding nor is subject to any pending criminal proceeding; (iii) has been
subjected to any order, judgment or decree of any court permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (iv) has been
found by a court, the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law.


49





Code
of Ethics





As of
December 31, 2008, the Company had not adopted a code of ethics which applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions.





Audit
Committee





As of
December 31, 2008, we did not have a separate audit committee. Rather, our Board
of Directors performed all the functions that may be delegated to an audit
committee. Based on our small size and limited financial and human resources, we
did not believe that creating an audit committee separate and distinct from our
full Board of Directors would have been cost-effective. We intend, however, to
establish an audit committee of the board of directors as soon as practicable.
We envision that such audit committee will be primarily responsible for
reviewing the services performed by our independent auditors, evaluating our
accounting policies and our system of internal controls.  The
Company’s executive officers have commenced researching candidates for
membership on the Board of Directors who would be “independent” and who,
accordingly, could serve on an audit committee, as well as candidates that
qualify as an “audit committee financial expert” as defined in Item
407(d)(5)(ii) of Regulation S-K.





ITEM 11.  EXECUTIVE
COMPENSATION




SUMMARY
COMPENSATION TABLE





The
following table shows information concerning all compensation paid for services
to the Company in all capacities during the year ended December 31, 2008,
or accrued within the current fiscal year as to the Chief Executive Officer, and
each of the other two most highly compensated executive officers of the Company
who served in such capacity at the end of the last two fiscal years whose total
annual salary and bonus exceeded $100,000 (collectively, the “Named Executive
Officers”):


50





Name and
                        Principal
                        Position(s)
                      
                      Year
                      
                      Salary
                        ($)
                      
                      
                      Bonus
                        ($)
                      
                      
                      Stock
                        Awards
                        ($)
                      
                      
                      Option
                        Award(s)
                        ($)
                      
                      
                      Non Equity
                        Incentive
                        Plan
                        Compensation
                        ($)
                      
                      
                      Non
                        Qualified
                        Deferred
                        Compensation
                        Earnings
                        ($)
                      
                      
                      All Other
                        Compensa-
                        tion
                        ($)
                      
                      
                      Total
                        ($)Khaled
      Akid,
                      
                      2008
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      1,733,647
                      (3)
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      1,733,647
                      (3)CEO
      and President (1)  (5)
                      
                      2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      —
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -0-Michael
      Ston
                      
                      2008
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-CEO
      and President (2)
                      
                      2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      —
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -0-Antonio
      Galve
                      
                      2008
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      520,094
                      (3)
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      520,094
                      (3)CFO,
      Treasurer(5)
                      
                      2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      —
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -0-Youness
      Douir
                      
                      2008
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      520,094
                      (3)
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      1,440,000
                      (3)COO
      and Treasurer (5)
                      
                      2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      —
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -0-Ruediger
      Schil
                      
                      2008
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      520,094
                      (3)
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      1,440,000
                      (3)Executive
      V.P. (5)
                      
                      2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      —
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -0-





(1)
 Served as chief executive officer from January 26, 2007 (inception)
through March 20, 2009, on which date his resignation was effective, as
previously reported on the Company’s Form 8-K, filed with the Commission on
March 26, 2009.





(2)
 Served as chief executive officer from December 11, 2006 (inception)
through November 13, 2008, the date the Yatinoo Acquisition was
effective.





(3) On
November 13, 2008, the Company granted options under its 2008 Incentive Stock
Option Plan to the following officers in the respective (post reverse split)
amounts stated: Khaled Akid, CEO - 25,000 shares; Youness Douiri, COO – 7,500
shares; Antonio Galvez, CFO – 7,500 shares; and Ruediger Schild, Executive V.P.
– 7,500 shares.  Each option is exercisable for five years at $160 per
share. Each option vests in one-third increments on each of the three
anniversary dates from the date of grant. Each option holder is entitled to sell
up to 25% of his/her vested options in any 12 month period.  These
options will all expire 90 days from the respective date of termination of
employment for each person which period has expired.





(4) Based
on the stock price of $192 per share, as listed on the OTCBB as of December 10,
2008, which was the last stock price quoted for the fiscal year ended December
31, 2008.





(5) Did
not serve as Named Executive Officer of the Company during the fiscal year ended
December 31, 2007.


51





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END





Option Awards
                      
                      
                      
                      
                      
                      Stock Awards(a)
                      
                      (b)
                      
                      
                      (c)
                      
                      
                      (d)
                      
                      
                      (e)
                      
                      
                      (f)
                      
                      (g)
                      
                      
                      (h)
                      
                      
                      (i)
                      
                      
                      (j)Name
                      
                      Number of
                        Securities
                        Underlying
                        Unexercised
                        Options (#)
                        Exercisable
                      
                      
                      Number of
                        Securities
                        Underlying
                        Unexercised
                        Options (#)
                        Exercisable
                      
                      
                      Equity
                        Incentive
                        Plan
                        Awards:
                        Number of
                        Securities
                        Underlying
                        Unexercised
                        Unearned
                        Options (#)
                      
                      
                      Option
                        Exercise
                        Price ($)
                      
                      
                      Option
                        Expiration
                        Date
                      
                      Number of
                        Share or
                        Units of
                        Stock That
                        Have Not
                        Vested
                      
                      
                      Market
                        Value of
                        Shares or
                        Units of
                        Stock That
                        Have Not
                        Vested(1)
                      
                      
                      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(1)Khaled
      Akid
                      
                      
                      7,500
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      160
                      (1)
                      
                      11/13/13
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-Antonio
      Galvez
                      
                      
                      7,500
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      160
                      (1)
                      
                      11/13/13
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-Youness
      Douiri
                      
                      
                      7,500
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      160
                      (1)
                      
                      11/13/13
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-Ruediger
      Schild
                      
                      
                      7,500
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      160
                      (1)
                      
                      11/13/13
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-




(1)
 The Common Stock of the Company as listed on the OTCBB had a market value
of $192 per share on December 10, 2008, based on the last reported trade in such
fiscal year.





Director
Compensation




The
following table presents information regarding the compensation of our directors
during the fiscal year-ended December 31, 2008, except for Khaled Akid, Michael
Stone, Antonio Galvez, Youness Douiri, and Ruediger Schild, whose compensation
is described in the Summary Compensation Table above.  Other than the
stock awards and warrant grants appearing therein, we have paid no cash
compensation to the officers or directors.





Name
                  
                  Fees Earned
                    or Paid in
                    Cash ($)
                  
                  
                  Stock Awards
                    ($)
                  
                  
                  Option
                    Awards ($)
                  
                  
                  Non-equity
                    incentive plan
                    compensation
                    ($)
                  
                  
                  Nonqualified
                    Deferred
                    Compensation
                    Earnings
                  
                  
                  All other
                    Compensation
                    ($)
                  
                  
                  Total
                    ($)Youness
      Douiri
                  
                  $
                  50,112
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  50,112Marshall
      Sterman
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  405,553
                  (2)
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  (1)
                  
                  
                  405,553Michael
      Magliochetti
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  405,553
                  (2)
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  (1)
                  
                  
                  405,553




(1) Each
independent director is entitled to receive a cash fee of $7,500 for each
quarter, plus reimbursement of business related expenses.  No payments
were made during 2008.





(2) On
November 13, 2008, upon election to the Board of Directors, each then elected
director received Non-Qualified Stock Options to purchase 7,500 shares each,
which options vest in three equal one-year installments. They are eligible to
sell up to 25% of their vested options during any 12 month
period.


52





2008
Incentive Stock Option Plan





The
Company adopted a 2008 Incentive Stock Option Plan (the “Plan”),
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, filed with
the Commission on November 19, 2008, which Plan was approved by the Company’s
board of directors and stockholders on November 13, 2008. The Plan enables the
Board to provide equity-based incentives through grants or awards of incentive
awards to the Company’s present and future employees, directors, consultants and
other third party service providers. The Plan, administered by our Board of
Directors, authorizes the issuance of a maximum of 125,000 shares of our common
stock, which may be authorized and unissued shares or treasury shares. Options
will be deemed “Incentive Stock Options” (as defined in the Plan) to the maximum
extent permitted by Section 422 of the Internal Revenue Code including a
five-year limit on exercise for 10% or greater stockholders, with any excess
grant to the above individuals over the limits set by Section 422 being
Non-Qualified Stock Options as defined in the Plan. Both the Incentive Stock
Options or any Non-Qualified Stock Options must be granted at an exercise price
of not less than the fair market value of shares of Common Stock at the time the
option is granted and Incentive Stock Options granted to 10% or greater
stockholders must be granted at an exercise price of not less than 110% of the
fair market value of the shares on the date of grant. If any award under the
Plan terminates, expires unexercised or is cancelled, the shares of Common Stock
that would otherwise have been issuable pursuant thereto will be available for
issuance pursuant to the grant of new awards.





No other
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs currently exist.





In
connection with his appointment on March 25, 2009, the Compensation Committee
granted Mr. Magliochetti an option to purchase 125,000 shares of the Company's
common stock.  The option will vest monthly over a period of twelve
months and the pricing will be based on the mean selling price of the stock over
the following 12 months. Mr. Magliochetti and the Company will also enter into
the Company’s standard director and executive officer indemnification agreement
and standard confidential information and invention assignment
agreement.





On March
25, 2009 and April 28, 2009, as new members of the Board of Directors, Mr. Rogal
and Mr. Hoffman were each granted a non-qualified stock option to purchase 6,250
shares of the Company's common stock exercisable at $160 per share pursuant to
the terms of the Company's 2008 Incentive Stock Option Plan.





ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT




The
following table sets forth, as of June 23, 2009, certain information concerning
the beneficial ownership of common stock by: (i) each person known by the
Company to be the owner of more than 5% of the outstanding common stock; (ii)
each director; (iii) each Named Executive Officer; and (iv) all directors and
executive officers as a group. In general, “beneficial ownership” includes those
shares a stockholder has the power to vote or the power to transfer, and stock
options and other rights to acquire common stock that are exercisable currently
or become exercisable within 60 days. Except as indicated otherwise, the persons
named in the table below have sole voting and investment power with respect to
all shares shown as beneficially owned by them. The calculation of the
percentage owned is based on 883,775 shares of the Company’s common stock
issued and outstanding on June 23, 2009 and gives effect to the 1 for 40 reverse
stock split effected on that date.


53





Name and Address of Beneficial
                          Owner
                        
                        Title of Class
                        
                        Number of Shares
                          Beneficially Owned(1)
                        
                        
                        Percent of ClassKhaled
      Akid,
                          Calle
      Cuernavaca N. 33
                          Poligono
      Industrial San Luis
                          Malaga,
      Spain
                        
                        Common
      Stock
                        
                        
                        153,250
                        
                        
                        
                        17.3
                        %Francis
      P. Magliochetti, Interim CEO(2)
                        
                        Common
      Stock
                        
                        
                        241,498
                        (4)(5)
                        
                        
                        27.3
                        %Youness
      Douiri
                          Calle
      Cuernavaca N. 33
                          Poligono
      Industrial San Luis
                          Malaga,
      Spain
                        
                        Common
      Stock
                        
                        
                        57,500
                        
                        
                        
                        6.5
                        %Marshall
      S. Sterman, Director(2)
                        
                        Common
      Stock
                        
                        
                        12,500
                        (3)
                        
                        
                        *Michael
      J. Magliochetti, Director(2)
                        
                        Common
      Stock
                        
                        
                        15,625
                        (3)
                        
                        
                        *Peter
      K. Rogal, Director(2)
                        
                        Common
      Stock
                        
                        
                        25,000
                        (6)
                        
                        
                        *Barry
      Hoffman, Director(2)
                        
                        Common
      Stock
                        
                        
                        9,375
                        (6)
                        
                        
                        *All
      directors and executive officers as a group (5 persons):
                        
                        
                        
                        
                        291,498
                        
                        
                        
                        32
                        %




*= Less
than 1% of the issued and outstanding shares.





(1)
              Based
      on 872,400 shares issued and outstanding on June 23, 2009, following a 1
      for 40 reverse stock split.  Beneficial ownership is determined
      in accordance with the rules of the SEC and generally includes voting or
      investment power with respect to securities. Unless otherwise indicated,
      the Company has been advised that all individuals listed have the sole
      power to vote and dispose of the number of Shares set forth opposite their
      names. For purposes of computing the number and percentage of Shares
      beneficially owned by a stockholder, any Shares which such person has the
      right to acquire within 60 days are deemed to be outstanding, but
      those Shares are not deemed to be outstanding for the purpose of computing
      the percentage ownership of any other stockholder.  The
      indication herein that shares are anticipated to be beneficially owned is
      not an admission on the part of the listed stockholder that he, she or it
      is or will be a direct or indirect beneficial owner of those
      shares.


54





(2)
            Business
      address is c/o Yatinoo, Inc., 510 Turnpike Street, Suite 103, N. Andover,
      MA 01845.





(3)
              Includes
      6,250 shares of Common Stock issuable upon exercise of non-qualified stock
      option, but does not include up to 7,500 shares of Common Stock issuable
      upon exercise of stock options which do not become exercisable before
      November 13, 2009, but are subject to forfeiture before
    then.





(4)
            Represents
      shares underlying options granted in connection with Mr. Francis
      Magliochetti’s appointment as interim CEO on March 25,
      2009.  Out of the total 3,125 options granted to Mr.
      Magliochetti which vest monthly over a period of twelve months, 521
      options will vest and become exercisable within 60 days of the date of the
      table at an exercise price which will be based on the mean selling price
      of the stock over such twelve month
period.





(5)
            Mr.
      Francis Magliochetti disclaims beneficial ownership of an aggregate of
      241,498 shares of Common Stock, for which he does not have or share the
      power to vote or dispose of the shares..  These shares are
      directly or indirectly owned of record as follows: 29,950 shares held by
      Parcae Capital Group LLC, which are beneficially owned by ORM 2005
      Irrevocable Trust, with voting and disposition control held by Peter
      Johnson as trustee; 29,950 shares held by Russell Court Capital LLC, which
      are beneficially owned by LAM 2005 Irrevocable Trust, with voting and
      disposition control held by Peter Johnson as trustee; 29,950 shares held
      by Joy Terrace Capital Inc., which are beneficially owned by Patricia
      Magliochetti 2005 Trust, with voting and disposition control held by Peter
      Johnson as trustee; 15,833 shares held by Solon Capital Group
      LLC, which are beneficially owned by ORM 2005 Irrevocable
      Trust, with voting and disposition control held by Peter Johnson as
      trustee; 15,833 shares held by Croesus Capital Group LLC, which
      are beneficially owned by LAM 2005 Irrevocable Trust, with voting and
      disposition control held by Peter Johnson as trustee; 15,833 shares held
      by Lydia Capital Group LLC, with voting and disposition control held by
      Rita Magliochetti; and 104,148 shares held by FPM QTIP Trust, with voting
      and disposition control held by Peter Johnson as
  trustee.





(6)
              These
      persons were granted 6,250 non-qualified stock options on March 25, 2009
      and April 28, 2009, respectively, under the 2008 Incentive Stock Option
      Plan.





EQUITY
COMPENSATION PLAN INFORMATION




The
following table sets forth the information indicated with respect to our stock
option plan as of December 31, 2008, under which our common stock is authorized
for issuance compensation.


55





Number of Securities
                to be issued
                upon exercise of
                Outstanding
                options, warrants and
                rights
                (a)
              
              
              Weighted average
                exercise price of
                outstanding
                  options,
                warrants and
                  rights
                (b)
              
              
              Number of securities
                remaining available for
                future issuance under
                equity compensation
                  plans
                (excluding securities
                reflected in column (a))
                (c)Equity
      compensation plans approved by security holders (1)
              
              
              125,000
              
              
              
              N/A
              
              
              
              125,000Equity
      compensation plans not approved by security holders
              
              
              —
              
              
              
              —
              
              
              
              —Total
              
              
              125,000
              
              
              
              —
              
              
              
              125,000


(1) The
2008 Incentive Stock Option Plan.





ITEM 13.  CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS





Except as
set forth herein, there have been no related party transactions between the
Company or any of their respective affiliates.  The share amounts
stated herein give retroactive effect to the June 23, 2009 1 for 40 reverse
stock split.





As of
November 13, 2008, Michael Stone, the former CEO and President of Pubco,
received $200,000 total ($120,000 cash and $80,000 in the form of a promissory
note and guarantee) in consideration for the cancellation of an aggregate of
3,360,000 post-forward stock split shares of common stock owned by Michael Stone
or his designees in connection with the Yatinoo Acquisition.




Between
January 1 and March 10, 2009, Mr. Francis P. Magliochetti, the interim CEO of
the Company, and his affiliates advanced an aggregate of $83,318 for working
capital purposes which were converted into Common Stock, at $.80 per share, for
approximately 116,647 shares of Common Stock.  Barry Hoffman, Michael
Magliochetti and Peter Rogal, each independent directors, converted advances to
the Company into 3,125, 3,125 and 18,750 shares of Common Stock at $.80 per
share. Additionally between January 1 and June 30, 2009, Mr. Magliochetti has
loaned the Company approximately $189,000 for working capital
purposes.





See “Item
11. Executive Compensation” for the terms of Options granted to certain officers
and directors of the Company.




Director
Independence





Presently,
we are not required to comply with the director independence requirements of any
securities exchange. In determining whether our directors are independent,
however, we intend to comply with the independence rules of Nasdaq provided by
Rule 4200(a)(15).  As of the date of this report, four of our five
directors are non-officer independent members of the Board of
Directors.


56





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




The
following table represents the aggregate fees for professional audit services
rendered by Moore & Associates, Chartered including fees for the audit of
the Company’s annual financial statements for the fiscal years 2007 and 2008,
and for fees billed for other services rendered by and Moore and Associates,
Chartered.




2007
                    
                    
                    2008Audit
      Fees (1)
                    
                    $
                    0
                    
                    
                    $
                    10,500Audit-Related
      Fees (2)
                    
                    $
                    0
                    
                    
                    $
                    0Audit
      and Audit-Related Fees
                    
                    $
                    0
                    
                    
                    $
                    10,500Tax
      Fees (3)
                    
                    $
                    0
                    
                    
                    $
                    0All
      Other Fees (4)
                    
                    $
                    0
                    
                    
                    $
                    0Total
      Fees
                    
                    $
                    0
                    
                    
                    $
                    10,500




(1)
 Audit fees were for professional services rendered in connection with
audits and quarterly reviews of the consolidated financial statements of the
Company, review of and  preparation of consents for registration statements
filed with the Securities and Exchange Commission and for review of the
Company’s tax provision




(2)
 Audit-related fees are principally for review of financial statements in
the Company’s registration statements, internal controls, and other services
related to financial accounting and reporting standards.




(3)
 Tax fees are related to services for tax consultation and tax
compliance.





(4)  All
other fees relate to all fees billed for products and services provided by the
principal accountant, other than those reported above, including those services
provided by an outside accounting firm.




Audit Committee:
Pre-Approval Policies and Procedures. The Company does not have an audit
committee and the board handles all such decisions.


57


PART
IV




ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




(a)           Financial
Statements




(1)           See
“Index to Consolidated Financial Statements” set forth on page 60.




(b)           Exhibits.




(1)           See
“Index to Exhibits” set forth on page 77.


58


Financial
Statements and Supplementary Data





INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTSReport of Independent Registered
      Public Accounting Firm
                  
                  60Consolidated
      Balance Sheet as of December 31, 2007 and December 31,
      2008
                  
                  61Consolidated
      Statements of Operations for the Years Ended December 31, 2007 and
      December 31, 2008
                  
                  62Consolidated Statements of Cash
      Flows for the Years Ended December 31, 2007 and December 31,
      2008
                  
                  63Consolidated
      Statement of Stockholders’ Equity (Deficit) for theYears Ended
      December 31, 2007 and December 31, 2008
                  
                  64Notes to Consolidated Financial
      Statements as of December 31, 2008
                  
                  65


59


MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Yatinoo,
Inc.





We have
audited the accompanying consolidated balance sheets of Yatinoo, Inc. as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, stockholders’ equity and cash flows for the years ended December 31,
2008 and 2007. These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.





We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes 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 position of Yatinoo, Inc. as of December
31, 2008 and 2007, and the related consolidated statements of operations,
stockholders’ equity and cash flows for the years ended December 31, 2008 and
2007, in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has incurred a cumulative net
loss of approximately $1.7 million, which raises substantial doubt about its
ability to continue as a going concern.  Management’s plans concerning
these matters are also described in Note 3. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/
Moore & Associates, Chartered





Moore
& Associates Chartered


Las
Vegas, Nevada


July 21,
2009





6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


60





Yatinoo,
Inc


Consolidated
Balance Sheets




December 31,
                                                          2008
                                                        
                                                        
                                                        December 31,
                                                          2007(In thousands, except per share amounts)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                                        
                                                        $
                                                        6
                                                        
                                                        
                                                        $
                                                        64Accounts
      receivable, net of allowance for doubtful accounts of $473 and $0,
      respectively
                                                        
                                                        
                                                        14
                                                        
                                                        
                                                        
                                                        266Prepaid
      expenses and other current assetsTotal
      current assets
                                                        
                                                        
                                                        20
                                                        
                                                        
                                                        
                                                        330Property,
      plant and equipment:Property
      and equipment, gross
                                                        
                                                        
                                                        10
                                                        
                                                        
                                                        
                                                        4Less
      accumulated depreciationTotal
      property, plant and equipment, net
                                                        
                                                        
                                                        10
                                                        
                                                        
                                                        
                                                        4Other
      assets:GoodwillIntangible
      Assets, net of accumulated amortization of $5 and $0,
      respectively
                                                        
                                                        
                                                        17
                                                        
                                                        
                                                        
                                                        -Deposits
      and other assets
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        8Total
      other assets
                                                        
                                                        
                                                        17
                                                        
                                                        
                                                        
                                                        8Total
      assets
                                                        
                                                        $
                                                        47
                                                        
                                                        
                                                        $
                                                        342LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                                                        
                                                        $
                                                        1,972
                                                        
                                                        
                                                        $
                                                        448Accrued
      expensesBank
      line of creditCurrent
      portion of long-term debt
                                                        
                                                        
                                                        129
                                                        
                                                        
                                                        
                                                        57Total
      current liabilities
                                                        
                                                        
                                                        2,101
                                                        
                                                        
                                                        
                                                        505Long
      term liabilities:Other
      long term liabilities
                                                        
                                                        
                                                        120
                                                        
                                                        
                                                        
                                                        -Total
      long-term liabilities
                                                        
                                                        
                                                        120Total
      liabilities
                                                        
                                                        
                                                        2,221
                                                        
                                                        
                                                        
                                                        505Stockholders’
      equity:Preferred
      stock, $.001 par value; 1,000,000 shares authorized, 7,216 and 7,813
      shares outstanding at 12/31/08 and 12/31/07Common
      stock, $.001 par value; 300,000,000 shares authorized, 30,500,000 shares
      issued and 30,498,800 outstanding at 12/31/2008; 5,000,000 shares issued
      and outstanding at 12/31/2007
                                                        
                                                        
                                                        30
                                                        
                                                        
                                                        
                                                        4Treasury
      Stock
                                                        
                                                        
                                                        (230
                                                        )
                                                        
                                                        
                                                        -Accumulated
      deficit
                                                        
                                                        
                                                        (1,975
                                                        )
                                                        
                                                        
                                                        (167
                                                        )Total
      stockholders’ equity (deficit)
                                                        
                                                        
                                                        (2,174
                                                        )
                                                        
                                                        
                                                        (163
                                                        )Total
      liabilities and stockholders’ equity
                                                        
                                                        $
                                                        47
                                                        
                                                        
                                                        $
                                                        342





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


61




Yatinoo,
Inc


Consolidated
Statements of Operations




Year Ended
                      December 31,
                    
                    
                    Year Ended
                      December 31,2008
                    
                    
                    2007(In thousands, except per share
                      amounts)Net
      Revenue
                    
                    $
                    -
                    
                    
                    $
                    28Costs
      of revenue
                    
                    
                    -
                    
                    
                    
                    -Gross
      profit
                    
                    
                    -
                    
                    
                    
                    28General
      and administrative expense
                    
                    
                    136
                    
                    
                    
                    -Other,
      Selling and distribution expense
                    
                    
                    1,660
                    
                    
                    
                    195Total
      Operating Expenses
                    
                    
                    1,796
                    
                    
                    
                    195Operating
      loss
                    
                    
                    (1,796
                    )
                    
                    
                    (167
                    )Interest
      expense
                    
                    
                    (32
                    )Other
      expenseOther
      income
                    
                    
                    21Interest
      incomeLoss
      before income tax expense
                    
                    
                    (1,807
                    )
                    
                    
                    (167
                    )Provision
      for income taxes
                    
                    
                    -Net
      loss
                    
                    $
                    (1,807
                    )
                    
                    $
                    (167
                    )Net
      loss per share:Basic
      and diluted
                    
                    $
                    (0.20
                    )
                    
                    $
                    (0.04
                    )Weighted
      average number of common shares outstanding:
                    
                    
                    9,249,900
                    
                    
                    
                    4,666,667Basic
      and diluted




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


62




Yatinoo,
Inc


Consolidated
Statements of Cash Flows




Year Ended
                      December 31
                    
                    
                    Year Ended
                      December 31,2008
                    
                    
                    2007OPERATING
      ACTIVITIES:Net
      loss
                    
                    
                    (1,807
                    )
                    
                    
                    (167
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                    
                    
                    6Share
      based compensationStock
      issued for consulting expensesLoss
      on sale of assetsLate
      registration penalties to be settled in warrantsChanges
      in operating assets and liabilities:Accounts
      receivable, net
                    
                    
                    252
                    
                    
                    
                    (266
                    )InventoryAccrued
      Expenses
                    
                    
                    120
                    
                    
                    
                    -Accounts
      payable and accruals
                    
                    
                    1,524
                    
                    
                    
                    449Net
      cash provided by operating activities
                    
                    
                    93
                    
                    
                    
                    15INVESTING
      ACTIVITIES:Purchase
      of property and equipment
                    
                    
                    (6
                    )
                    
                    
                    (4
                    )Purchase
      of intangible assets
                    
                    
                    (22
                    )Acquisitions,
      net of cash received
                    
                    
                    8
                    
                    
                    
                    (8
                    )Net
      cash provided by/(used in) investing activities
                    
                    
                    (19
                    )
                    
                    
                    (12
                    )FINANCING
      ACTIVITIES:Proceeds/(Payments)
      on notes payable
                    
                    
                    72
                    
                    
                    
                    57Proceeds
      from bank line of creditProceeds
      from capital leasesIssuance
      of common stock
                    
                    
                    26
                    
                    
                    
                    4Treasury
      stock transaction, net of transaction costs
                    
                    
                    (230
                    )
                    
                    
                    -Net
      cash provided by financing activities
                    
                    
                    (132
                    )
                    
                    
                    61Net
      increase/(decrease) in cash and cash equivalents
                    
                    
                    (58
                    )
                    
                    
                    64Cash
      and cash equivalents at beginning of period
                    
                    
                    64
                    
                    
                    
                    -Cash
      and cash equivalents at end of period
                    
                    $
                    6
                    
                    
                    $
                    64





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


63


Yatinoo,
Inc


Consolidated
Statement of Stockholders’ Equity / (Deficit)


For
the Years Ended December 31, 2007 and December 31, 2008




Item
                      
                      Preferred
                        Shares
                      $0.001
                        Par Value
                        Preferred
                        Stock
                      
                      Common
                        Shares
                      
                      
                      $0.001
                        Par Value
                        Common
                        Stock
                      
                      Additional
                        Paid-in
                        Capital
                      
                      Treasury
                        Stock
                      
                      
                      Retained
                        Earnings
                      
                      
                      TotalBalance
      @ 12/31/06
                      
                      
                      
                      
                      
                      4,500,000
                      
                      
                      
                      4
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      4Common
      Shares Issuance  August 2007
                      
                      
                      
                      
                      
                      500,000
                      
                      
                      
                      1
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1Net
      Loss, year 2007
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (167
                      )
                      
                      
                      (167
                      )Balance
      @ 12/31/07
                      
                      
                      
                      
                      
                      5,000,000
                      
                      
                      
                      5
                      
                      
                      
                      
                      
                      
                      
                      (167
                      )
                      
                      
                      (163
                      )Common
      Shares Issued
                      
                      
                      
                      
                      
                      25,500,000
                      
                      
                      
                      26
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      26Acquisition
      of Shares from Shareholder
                      
                      
                      
                      
                      
                      (1,200
                      )
                      
                      
                      
                      
                      
                      
                      
                      (230
                      )
                      
                      
                      
                      
                      
                      
                      (230
                      )Net
      Loss, year 2008
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,807
                      )
                      
                      
                      (1,807
                      )Balance
      @ 12/31/08
                      
                      
                      
                      
                      
                      30,498,800
                      
                      
                      
                      30
                      
                      
                      
                      
                      (230
                      )
                      
                      
                      (1,975
                      )
                      
                      
                      (2,175
                      )





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


64




Yatinoo, Inc




Notes
to the Consolidated Financial Statements




1.           
DESCRIPTION OF BUSINESS AND ORGANIZATION




Description of
Business




Yatinoo,
Inc. (“the Company”) is organized to perform any activity related to the
internet in particular the development and the communication of gates and web
sites.  The Company’s major objective is to become the first gate of
web development in the Arabic and African countries regions. The high technology
product service is intended mainly for these areas.  It should be
noted that this trilingual web gate aims at meeting the needs of any type of
users.  In particular, the Company is focused in the Media Company
specialised for the Arabic and African markets (gates, radios and TV stations,
music and videos, magazines, books, etc.).




Organization




On
November 13, 2008, Stone Consulting Services, Inc. (“SCS”), a Delaware
corporation, closed the transactions contemplated by Yatinoo International S.A.
(“Yatinoo”), a Public Limited Company formed in Spain, including its
subsidiaries, a Stock Purchase Agreement entered into on November 6, 2008 and
reported on a Form 8-K filed with the United States Securities and Exchange
Commission (the “SEC”) filed on November 12, 2008. As a result of the Yatinoo
Acquisition there was a change in control of SCS in favor of Yatinoo. SCS
acquired 100% of the issued and outstanding capital stock of Yatinoo from
Yatinoo stockholders in exchange for payment of the purchase price of Fourteen
Million Four Hundred Thousand (14,400,000) restricted shares of $.001 par value
Common Stock of SCS, or forty-eight percent (48%) of the then issued and
outstanding capital stock of SCS. The Purchase Price was paid by SCS to the
Yatinoo Holders.




Under the
Stock Purchase Agreement, Joy Terrace Capital Incorporated (“JTC”) held the
right to acquire control of SCS, and the right to appoint two members out of six
of the Board of Directors of SCS, subject to SCS accepting such nominations, for
a period until the later of (i) 12 months following the Closing Date, or (ii)
the next annual meeting of shareholders following the Closing Date.




In
accordance with the terms of the Stock Purchase Agreement, SCS’s founder,
Michael Stone and certain other shareholders surrendered all but 600,000 of
their 135,000,000 post-Forward Stock Split shares, and SCS cancelled such
Founder’s Shares in exchange for payment from JTC at the Closing of $200,000 in
consideration consisting of: (i) a $120,000 cash payment, and (ii) an $80,000
recourse promissory note personally guaranteed by an individual on behalf of
JTC.




Khaled
Akid, Yatinoo’s CEO and also the Exchange Agent, who held the Purchase Price for
the Yatinoo Holders pursuant to the Stock Purchase Agreement, escrowed the
Yatinoo Shares which were retired upon approval of Spanish regulatory
authorities and escrowed the Purchase Price on behalf of the Yatinoo Holders,
which represented forty-eight percent (48%) of the issued and outstanding
securities of SCS following the Yatinoo Acquisition. All of the Yatinoo Holder’s
options, warrants, and other convertible securities in Yatinoo (the “Yatinoo
Options”) were surrendered by such Yatinoo Holders and retired and the Yatinoo
Holders received options of SCS.




The
Certificate of Amendment to a Certificate of Incorporation was filed with the
Secretary of the State of Delaware on November 14, 2008. The Certificate of
Amendment provided for the change of our corporate name to “Yatinoo,
Inc.”  In connection with such name change, the appropriate
documentation for the purpose of procuring a trading symbol (“YTNO”) on the Over
the Counter Bulletin Board (“OTCBB”) which bears a close resemblance to our new
name which commenced trading on December 2, 2008.




Following
the Closing, there were an aggregate of thirty million (30,000,000) shares
issued and outstanding which includes: (i) 14,400,000 restricted shares issued
to the Yatinoo Holders as the Purchase Price; (ii) 600,000 restricted shares
retained by the Company’s Founder and (iii) 15,000,000 registered shares issued
to the various Selling Stockholders and/or their transferees. All restricted
shares, consisting of the 600,000 Founder’s Shares and the 15,000,000 newly
issued shares to the Yatinoo Holders shall not be eligible for resale pursuant
to Rule 144 under the Securities Act until 12 months from the November 19, 2008
filing of the Company’s Report on Form 8-K when SCS ceased to be a shell
company, as such term is defined under the Exchange Act. In addition, SCS
Options to purchase 2,800,000 shares at an exercise price of $4.00 per share
were issued and outstanding following the exchange of Yatinoo
Options.


65




The
Yatinoo Acquisition and related matters were approved by SCS’s board of
directors and a majority of its issued and outstanding stockholders as of
November 6, 2008, the record date for the purpose of such vote, by written
consent on November 6, 2008. At the Closing and in accordance with the Stock
Purchase Agreement, SCS transferred all of the assets, liabilities and the
consulting business that existed and was engaged in by SCS immediately before
the Closing to Michael Stone. We have relocated our executive offices to 510
Turnpike Street, Suite 103, North Andover, MA 01845, USA, and our telephone
number is (978) 222-9813.




2.           BASIS
OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation.




The
consolidated financial statements include the accounts of Yatinoo Inc. and its
majority-owned or otherwise controlled subsidiaries. All significant
intercompany accounts and transactions have been eliminated. Investments in
entities in which the Company can exercise significant influence, but does not
own a majority equity interest or otherwise control, are accounted for using the
equity method and are included as investments in equity interests on the
consolidated balance sheets. The Company has included the results of operations
of acquired companies from the date of acquisition. Minority interests represent
the portion of profit or loss and net assets not held by the Group and are
presented separately in the income statement and within equity in the
consolidated balance sheet, separately from parent shareholders’ equity.
Acquisitions of minority interest are accounted for using the parent entity
extension method, whereby, the difference between the consideration and the book
value of the share of the net assets acquired is recognized as
goodwill.  Certain prior year amounts have been reclassified to
conform to the current year presentation.




The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles (“GAAP”) in the United States (“U.S.”) requires
management to make estimates, judgments, and assumptions that affect the
reported amounts of assets, liabilities, revenues, and expenses and the related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to uncollectible
receivables, the useful lives of long-lived assets including property and
equipment, investment fair values, stock-based compensation, goodwill and other
intangible assets, income taxes, contingencies, and restructuring charges. There
were no assumptions made concerning the future and other key sources of
estimation uncertainty at the balance sheet date, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.  Actual results may differ
from these estimates.




Revenue
recognition




Revenue
is recognised to the extent that it is probable that the economic benefits will
flow to the Group and the revenue can be reliably measured. Revenue is measured
at the fair value of the consideration received, excluding discounts, rebates,
and other sales taxes or duty. The following specific recognition criteria must
also be met before revenue is recognised:




Sale of goodsRevenue from
the sale of goods is recognised when the significant risks and rewards of
ownership of the goods have passed to the buyer, usually on dispatch of the
goods.




Rendering of servicesRevenue
from the rendering of services is in direct relation to advertising and
marketing services provided to third parties. Revenue is recognised in line with
the different agreements signed with clients, which depend up on measurements of
the designs as well as other factors.




Interest incomeRevenue is
recognised as interest accrues (using the effective interest method that is the
rate that exactly discounts estimated future cash receipts through the expected
life of the financial instrument to the net carrying amount of the financial
asset).




DividendsRevenue is
recognised when the Group’s right to receive the payment is
established.




Rental incomeRental income
arising from operating leases on investment properties is accounted for on a
straight line basis over the lease terms.




Income
Taxes




The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).




66




Business
Segments




The
Company utilizes the guidance provided by Statement of Financial Accounting
Standards No. 131, “Disclosures About Segments Of An Enterprise And Related
Information” (SFAS 131). Certain information is disclosed in accordance with
SFAS 131, based on the way management organizes financial information for making
operating decisions and assessing performance. For the period ending
December 31, 2008 and currently, the Company operates one segment, Computer
Services.




Loss
Per Share




The
Company has adopted SFAS 128, “Earnings per Share.”  Loss per common share
is computed by dividing loss available to common shareholders by the weighted
average number of common shares outstanding during the period.  Stock
options were not included in the computation of loss per share for the periods
presented because their inclusion is anti-dilutive.




Foreign
currency translation




The
consolidated financial statements are presented in USD, which is the Company’s
functional and presentation currency. Each entity in the group determines its
own functional currency and items included in the financial statements of each
entity are measured using that functional currency.  Transactions in
foreign currencies are initially recorded at the functional currency rate ruling
at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated at the functional currency rate of exchange
ruling at the balance sheet date. All differences are taken to profit or loss
with the exception of differences of foreign currency borrowings that provide a
hedge against a net investment in a foreign entity. There are taken directly to
equity until the disposal of the net investment, at which time they are
recognised in profit or loss. Tax charges and credits attributable to exchange
differences on those borrowings are also dealt with in equity. Non monetary
items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions.
Non monetary items measured at fair value in foreign currency are translated
using the exchange rates as at the dates of the initial transactions. Any
goodwill arising on the acquisition of a foreign operation and any fair value
adjustments to the carrying amounts of assets and liabilities arising on the
acquisition are treated as assets & liabilities of the foreign operation and
translated at the closing rate.




The
functional currency of the foreign operations is shown in the table below. As at
the reporting date, the assets and liabilities and income statements of these
subsidiaries are translated into the presentation currency of Yatinoo Inc. (US
Dollar) at the rate of exchange ruling at the balance sheet date.




Company
              Functional currencyYATINOO,
      INC
              US
      Dollars (USD)YATINOO
      INTERNATIONAL, S.A.
              Euros
      (EUR)YATINOO
      SENEGAL, SARL
              African
      Francs (XAF)YATINOO
      MAROC, SARL
              Moroccan
      Dirhams (MAD)




The
exchange differences arising on the translation are taken directly to a separate
component of equity. On disposal of a foreign entity, the deferred cumulative
amount recognised in equity relating to that particular foreign operation is
recognised in the income statement.




At the
date of preparation of this report the exchange rates used for the consolidated
statements shown here were the following:




Company
              Exchange
      rate to USDYATINOO
      INTERNATIONAL, S.A.
              1.3920YATINOO
      SENEGAL, SARL
              471.2335YATINOO
      MAROC, SARL
              8.0868


67




Cash
and cash equivalents




Cash and
short term deposits in the balance sheet comprise cash at banks and at hand and
short term deposits with an original maturity of three months or
less.




For the
purpose of the consolidated cash flow statement, cash and cash equivalents
consist of cash and cash equivalents as defined above, net of outstanding bank
overdrafts unless these bank overdrafts are authorised and secured, in which
case they will be disclosed as borrowings.




Property,
plant and equipment




Plant and
equipment is stated at cost, excluding the costs of day to day servicing, less
accumulated depreciation and accumulated impairment in value. Such cost includes
the cost of replacing part of the plant and equipment when that cost is
incurred, if the recognition criteria are met.




Land and
buildings are measured at cost less depreciation on buildings and impairment
charged subsequent to the date of the revaluation.




Depreciation
is calculated on a straight line basis over the useful life of the
assets.




Equity
investments




The
Company’s investment in its associate is accounted for using the equity method
of accounting. An associate is an entity in which the Group has significant
influence and which is neither a subsidiary nor a joint venture.




Under the
equity method, the investment in the associate is carried in the balance sheet
at cost plus post acquisition changes in the Group’s share of net assets of the
associate. Goodwill relating to an associate is included in the carrying amount
of the investment and is not amortised. The income statement reflects the share
of the results of operations of the associate. Where there has been a change
recognised directly in the equity of the associate, the Group recognises its
share of any changes and discloses this, when applicable, in the statement of
changes in equity. Profits and losses resulting from transactions between the
Group and the associate are eliminated to the extent of the interest in the
associate.




68




The
reporting dates of the associate and the Group are identical and the associate’s
accounting policies conform to those used by the Group for like transactions and
events in similar circumstances.




Borrowing
costs




Borrowing
costs are recognised as an expense when incurred.




Interest
bearing loans and borrowings




All loans
and borrowings are initially recognised at the fair value of the consideration
received less directly attributable transaction costs.




After
initial recognition, interest bearing loans and borrowings are subsequently
measured at amortised cost using the effective interest method.




Gains and
losses are recognised in the income statement when the liabilities are
derecognised as well as through the amortisation process.




Financial
liabilities at fair value through profit or loss




Financial
liabilities at fair value through profit or loss includes financial liabilities
held for trading and financial liabilities designated upon initial recognition
as at fair value through profit and loss.




Financial
liabilities are classified as held for trading if they are acquired for the
purpose of selling in the near term. Derivatives, including separated embedded
derivatives are also classified as held for trading unless they are designated
as effective hedging instruments. Gains or losses on liabilities held for
trading are recognised in profit and loss Where a contract contains one or more
embedded derivatives, the entire hybrid contract may be designated as a
financial liability at fair value through profit or loss, except where the
embedded derivative does not significantly modify the cash flows or it is clear
that separation of the embedded derivative is prohibited.




Financial
liabilities may be designated at initial recognition as at fair value through
profit or loss if the following criteria are met: (i) the designation eliminates
or significantly reduces the inconsistent treatment that would otherwise arise
from measuring the liabilities or recognising gains or losses on them on a
different basis; (ii) or the liabilities are part of a group of financial
liabilities which are managed and their performance evaluated on a fair value
basis, in accordance with a documented risk management strategy; (iii) or the
financial liability contains an embedded derivative that would need to be
separately recorded. As at 31 December 2007, no financial liabilities have been
designated as at fair value through profit and loss.




Provisions




Provisions
are recognized when the Group has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation.  Where
the Group expects some or all of a provision to be reimbursed, for example under
an insurance contract, the reimbursement is recognized as a separate asset but
only when the reimbursement is virtually certain. The expense relating to any
provision is presented in the income statement net of any reimbursement. If the
effect of the time value of money is material, provisions are discounted using a
current pre tax rate that reflects, where appropriate, the risks specific to the
liability. Where discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.




Recent
Accounting Pronouncements




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS 141R”), and SFAS No. 160, “Accounting and
Reporting of Non-controlling Interest in Consolidated Financial Statements, an
amendment of ARB 51” (“SFAS 160”), which will change the accounting for and
reporting of business combination transactions and noncontrolling interests in
consolidated financial statements. The provisions of SFAS 141R and
SFAS 160 were effective for the Company on January 1, 2009. SFAS 141R
had no impact on previously recorded acquisitions. SFAS 160 requires changes in
classification and presentation of minority interests in the consolidated
balance sheets, statements of income, and statements of stockholders’
equity.




In
February 2008, the FASB issued FASB Staff Position (“FSP”)
No. FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP
FAS 157-2”), which delays the effective date of SFAS No. 157, “Fair
Value Measurements” (“SFAS 157”) for all non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually) for
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years for items within the scope of this FSP. The adoption of FSP
FAS 157-2 is not expected to have a material impact on the Company’s
consolidated financial position, cash flows, or results of
operations.




69




In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”), to improve the consistency between the
useful life of a recognized intangible asset under SFAS 142 and the period of
expected cash flows used to measure the fair value of the asset under
SFAS No. 141R. The provisions of FSP FAS 142-3 were effective for the
Company on January 1, 2009 and are not expected to have a material impact
on the Company’s consolidated financial position, cash flows, or results of
operations.




In May
2008, the FASB issued FSP Accounting Principles Board Opinion (“APB”)
No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled
in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”),
which requires the issuer of certain convertible debt instruments that may be
settled in cash (or other assets) on conversion to separately account for the
liability (debt) and equity (conversion option) components of the instrument in
a manner that reflects the issuer’s nonconvertible debt borrowing rate. FSP APB
14-1 became effective for the Company on January 1, 2009 and requires
retroactive application. The effect of applying FSP APB 14-1 on the Company’s
debt is expected to reduce net income for the years ended December 31,
2006, 2007, and 2008 by $20 million, $21 million, and $5 million,
respectively.




In June
2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
EITF 03-6-1”), which requires entities to apply the two-class method of
computing basic and diluted earnings per share for participating securities that
include awards that accrue cash dividends (whether paid or unpaid) any time
common shareholders receive dividends and those dividends do not need to be
returned to the entity if the employee forfeits the award. FSP EITF 03-6-1
became effective for the Company on January 1, 2009 and requires
retroactive application. The Company determined that restricted stock units
issued from the Amended and Restated 1996 Directors’ Stock Plan (the “Directors’
Plan”) and restricted stock awards issued from the Company’s Amended and
Restated 1995 Stock Plan (the “1995 Plan”) carry unforfeitable dividend rights.
The Company has further evaluated the impact of this standard and anticipates
that its retroactive application (which contemplates the impact of FSP
APB 14-1 as discussed above) will result in an expected adjustment of $0.02
on basic net income per share for the year ended December 31, 2006, an
expected adjustment of $0.01 on basic net income per share for the year ended
December 31, 2007, and an expected impact of $0.01 on diluted net income
per share for the year ended December 31, 2006. No impact is expected on
basic net income per share for the year ended December 31, 2008. No impact
is expected on diluted net income per share for the years ended
December 31, 2007 and 2008.




In
November 2008, the FASB ratified the consensus reached by the EITF on Issue EITF
No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF
08-6”), which clarifies the accounting for certain transactions and impairment
considerations involving equity method investments. The prospective provisions
of EITF 08-6 were effective for the Company on January 1, 2009. The
adoption of EITF 08-6 is not expected to have a material impact on the Company’s
consolidated financial position, cash flows, or results of
operations.




3.           GOING
CONCERN




The
Company has generated minimal in revenue, has incurred a cumulative net loss of
approximately $1.7 million and has limited resources to continue operating and
has only recently consummated its reverse merge with SCS (see Note 1 of the
Notes to Consolidated Financial Statements). These factors raise substantial
doubt about the Company’s ability to continue as a going concern. The Company’s
future liquidity and cash requirements will depend on a wide range of factors,
including raising capital or seeking additional financing. While there can be no
assurance that such raising of capital or seeking of additional financing would
be available in amounts and on terms acceptable to the Company, management
believes that such financing would likely be available on acceptable
terms.




4.           INTANGIBLE
ASSETS




Intangible
assets




Intangible
assets acquired separately are measured on initial recognition at cost. The cost
of intangible assets acquired in a business combination is fair value as at the
date of acquisition.




70




Following
initial recognition, intangible assets are carried at cost less any accumulated
amortization and any accumulated impairment losses. Internally generated
intangible assets, excluding capitalized development costs, are not capitalized
and expenditure is reflected in the income statement in the year in which the
expenditure is incurred.




The
useful lives of intangible assets are assessed to be either finite or
indefinite.




Intangible
assets with finite lives are amortized over the useful economic life and
assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortization period and the amortization method for
an intangible asset with a finite useful life is reviewed at least at each
financial year end. Changes in the expected useful life or the expected pattern
of consumption of future economic benefits embodied in the asset is accounted
for by changing the amortization period or method, as appropriate, and treated
as changes in accounting estimates. The amortization expense on intangible
assets with finite lives is recognized in the income statement in the expense
category consistent with the function of the intangible asset.




Intangible
assets with indefinite useful lives are tested for impairment annually either
individually or at the cash generating unit level. Such intangibles are not
amortized. The useful life of an intangible asset with an indefinite life is
reviewed annually to determine whether indefinite life assessment continues to
be supportable. If not, the change in the useful life assessment from indefinite
to finite is made on a prospective basis.




Research
and development costs




Research
costs are expensed as incurred. An intangible asset arising from development
expenditure on an individual project is recognized only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that
it will be available for use or sale, its intention to complete and its ability
to use or sell the asset, how the asset will generate future economic benefits,
the availability of resources to complete the asset and the ability to measure
reliably the expenditure during the development.




During
the period of development, the asset is tested for impairment annually.
Following the initial recognition of the development expenditure, the cost model
is applied requiring the asset to be carried at cost less any accumulated
amortization and accumulated impairment losses. Amortization of the asset begins
when development is complete and the asset is available for use. It is amortized
over the period of expected future sales. During the period of which the assets
are not yet in use it is tested for impairment annually.




Patents
and licenses




The
patents have been granted for a period of 10 years by the relevant government
agency with the option of renewal at the end of this period. Licenses for the
use of intellectual property are granted for periods ranging between 5 and 10
years depending on the specific license. The licenses provide the option for
renewal based on whether the Group meets the conditions of the license and may
be renewed at little or no cost to the Group (further details are given in Note
13). As a result those licenses are assessed as having an indefinite useful
life.




Gains or
losses arising from de-recognition of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the
asset and are recognized in the income statement when the asset is
derecognized.




A summary
of the policies applied to the Group’s intangible assets is as
follows:




Licenses
                
                Patents
                
                Development
      CostsUseful
      lives
                
                Indefinite
                
                Finite
                
                FiniteAmortisation
      method used
                
                No
      Amortisation
                
                Amortised
      on a straight line basis over the period of the patent
                
                Amortised
      over the period of expected future sales from the related project on a
      straight line basisInternally
      generated or acquired
                
                Acquired
                
                Acquired
                
                Internally
      Generated


71




5.           CONSOLIDATED
FINANCIAL STATEMENT DETAILS




Other,
selling and distribution expenses




2008
                  
                  
                  2007Legal
      and professional
                  
                  
                  647
                  
                  
                  
                  159Marketing
      and Public Relations
                  
                  
                  715
                  
                  
                  
                  4Office
      costs
                  
                  
                  273
                  
                  
                  
                  26Bad
      Debt Expenses
                  
                  
                  473
                  
                  
                  
                  0Other
      Expenses
                  
                  
                  25
                  
                  
                  
                  6Total
      Other, Selling and Distribution Expenses
                  
                  
                  1,660
                  
                  
                  
                  195




Exchange
rate EUR-USD 1.3920 USD A large portion of the expenses incurred during the
financial year are to do with the advice taken in order to have a good knowledge
of the potentials for future years and also the research made into the different
technologies that could be applied to the business.




The Group
has entered a marketing campaign in order to publicize the web portal in the
area. For this campaign The Group elected an energy drink to stamp our marketing
designs in their cans and bottles. The Group considers this campaign a vital
point of contact for potential customers although it is envisaged to be the
first of more campaigns.




Bad debts
expense of approximately $473,000, relates to various debtors, the majority of
which is in connection with a debt of UK Internet concerns towards the Company
which may be difficult to collect.




6.           STOCK
OPTION PLAN




The
Company adopted a 2008 Incentive Stock Option Plan (the “Plan”), which was
approved by SCS’s board of directors and stockholders on November 13, 2008. The
Plan enables the Board to provide equity-based incentives through grants or
awards of incentive awards to the Company’s present and future employees,
directors, consultants and other third party service providers. The Plan,
administered by our Board of Directors, authorizes the issuance of a maximum of
5,000,000 shares of our common stock, which may be authorized and unissued
shares or treasury shares. Options will be deemed “Incentive Stock Options” (as
defined in the Plan) to the maximum extent permitted by Section 422 of the
Internal Revenue Code including a five-year limit on exercise for 10% or greater
stockholders, with any excess grant to the above individuals over the limits set
by Section 422 being Non-Qualified Stock Options as defined in the Plan. Both
the Incentive Stock Options or any Non- Qualified Stock Options must be granted
at an exercise price of not less than the fair market value of shares of Common
Stock at the time the option is granted and Incentive Stock Options granted to
10% or greater stockholders must be granted at an exercise price of not less
than 110% of the fair market value of the shares on the date of grant. If any
award under the Plan terminates, expires unexercised or is cancelled, the shares
of Common Stock that would otherwise have been issuable pursuant thereto will be
available for issuance pursuant to the grant of new awards.




On
November 13, 2008, the Company granted an aggregate of 2,800,000 options to the
following officers, directors and consultants in the respective amounts stated:
Khaled Akid, CEO - 1,000,000 shares; Youness Douiri, COO - 300,000 shares;
Antonio Galvez, CFO - 300,000 shares; Ruediger Schild, Executive V.P. - 300,000
shares; Marshall Stermann, Director - 300,000 shares; Michael J.




Magliochetti,
Director - 300,000 shares; and Holly Ruma, Consultant - 300,000 shares. Each
option is exercisable for five years at $4.00 per share. Each option vests in
one-third increments on the three anniversary dates from the date of grant. Each
option holder is entitled to sell up to 25% of his/her vested options in any 12
month period.




The Board
of Directors has granted five-year options at $4.00 per share to two consultants
outside of the Plan. The Options are exercisable for 1,500,000 and 700,000
shares of Common Stock, respectively, on a cashless basis and are subject to a
vesting schedule.




In
connection with his appointment, the Compensation Committee granted Mr.
Magliochetti an option to purchase 5,000,000 shares of the Company's common
stock. The option will vest monthly over a period of twelve months and the
pricing will be based on the mean selling price of the stock over the following
12 months. Mr. Magliochetti and the Company will also enter into the Company's
standard director and executive officer indemnification agreement and standard
confidential information and invention assignment agreement.




Mr. Rogal
was granted a non-qualified stock option to purchase 250,000 shares of the
Company's common stock pursuant to the terms of the Company's 2008 Incentive
Stock Option Plan.




72




No other
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs currently exist. Other than the SCS Options issued in exchange
for the Yatinoo Options, no warrants, options, convertible securities or other
rights to purchase securities of Yatinoo or SCS have been issued to
date.




7.           INCOME
TAXES




The
significant components of the Company’s deferred income tax liabilities and
assets are as follows:




2008
                    
                    
                    2007Deferred
      tax assets:Net
      operating loss carryforwards
                    
                    
                    690,900
                    
                    
                    
                    58,450Accounts
      Receivable
                    
                    
                    165,550
                    
                    
                    
                    —InventoryAccrued
      expenses856,450
                    
                    
                    
                    58,450Deferred
      tax liabilities:Fixed
      Assets Depreciation
                    
                    $
                    (
                    )
                    
                    $
                    (
                    )Less
      valuation allowance
                    
                    
                    (856,450
                    )
                    
                    
                    (58,450
                    )Net
      deferred tax assets (liabilities)
                    
                    $
                    —
                    
                    
                    $
                    —




Components
of income tax provision for the years ended December 31, 2008 and 2007 is
as follows:




2008
                  
                  
                  2007Current:Federal
                  
                  $
                  —
                  
                  
                  $
                  —StateDeferred:Federal
                  
                  $
                  —
                  
                  
                  $
                  —State
                  
                  
                  —
                  
                  
                  
                  ——
                  
                  
                  
                  —$
                  
                  
                  
                  $




Actual
income taxes reported are different than would have been computed by applying
the federal statutory tax rate to income before income taxes. The reasons for
this difference are as follows:




2008
                  
                  
                  2007Computed
      expected statutory expense (benefit)
                  
                  $
                  (632,450
                  )
                  
                  $
                  (58,450
                  )Increase
      in rate resulting from:State
      income taxes, net of federal benefitChange
      in valuation allowance
                  
                  
                  632,450
                  
                  
                  
                  58,450Stock
      compensation expenseOther$
                  -
                  
                  
                  $
                  -




The
Company provided a full valuation allowance as of December 31, 2008 and
2007 against its net operating loss carry-forwards. At December 31, 2008,
the Company had net operating loss carry-forwards of approximately $2 million
for federal income tax purposes that are available to offset future taxable
income and begin to expire in the year 2027.  The adoption of FIN 48, Accounting for Uncertainty in Income
Taxes, has had no impact on the reported carry-forwards at
December 31, 2008.


73




8.           STOCKHOLDER’S
EQUITY




The
Company has authorized 500,000,000 shares of common stock, par value $.001 per
share and 5,000,000 shares of preferred stock, par value $.001 per share. There
are issued and outstanding as of the date of this report 25,015,000 shares of
common stock and no shares of preferred stock are issued and
outstanding.




Common
Stock




Each
share of common stock entitles its holder to one vote, either in person or by
proxy, at meetings of stockholders. Stockholders are not permitted to vote their
shares cumulatively. Accordingly, the holders of more than 50% of the issued and
outstanding shares of common stock can elect all of our directors. Holders of
common stock have no pre-emptive or other subscription rights, conversion
rights, redemption or sinking fund provisions.




Preferred
Stock




The
Company has authorized the issuance of up to 5,000,000 shares of preferred stock
at $.001 par value. No shares of preferred stock have been issued to date. The
board of directors has the authority to designate one or more series of
preferred stock. Such provisions are referred to as “blank check” provisions, as
they give the board of directors the flexibility, from time to time, without
further stockholder approval, to create preferred stock and to determine the
descriptions, preferences and limitations of each such series, including, but
not limited to, (i) the number of shares, (ii) dividend rights, (iii) voting
rights, (iv) conversion privileges, (v) redemption provisions, (vi) sinking fund
provisions, (vii) rights upon liquidation, dissolution or winding up of the
Company and (viii) other relative rights, preferences and limitations of such
series.




If any
series of preferred stock authorized by the board or directors provides for
dividends, such dividends, when and as declared by the board of directors out of
any funds legally available therefor, may be cumulative and may have a
preference over the common stock as to the payment of such dividends. On the
Company’s liquidation, dissolution or winding up, the holders of serial
preferred stock may be entitled to receive preferential cash distributions fixed
by the board of directors when creating the particular series of preferred stock
before the holders of our common stock are entitled to receive anything.
Depending upon the consideration paid for preferred stock, the liquidation
preference of preferred stock and other matters, the issuance of preferred stock
could therefore result in a reduction in the assets available for distribution
to the holders of common stock in the event of liquidation of the Company.
Holders of common stock do not have any preemptive rights to acquire preferred
stock or any other securities of the Company. Preferred stock authorized by the
board of directors could be redeemable or convertible into shares of any other
class or series of our capital stock.




The
issuance of serial preferred stock by our board of directors could adversely
affect the rights of holders of our common stock by, among other things,
establishing preferential dividends, liquidation rights or voting powers. The
preferred stock is not designed to deter or to prevent a change in control;
however, under certain circumstances, the Company could use the preferred stock
to create voting impediments or to frustrate persons seeking to effect a
takeover or otherwise gain control of the Company and thereby to protect the
continuity of the Company’s management. In addition, the issuance of additional
common stock or preferred stock at below market rates would dilute the value of
the outstanding securities of the Company. The Company could also privately
place such shares with purchasers who might favour the board of directors in
opposing a hostile takeover bid, although the Company has no present intention
to do so. The Company is currently not considering the issuance of preferred
stock for such financing or transactional purposes and has no agreements or
understandings, or any present intention to issue any series of preferred
stock.




74




Dividends




All
shares of common stock are entitled to participate ratably in dividends when and
as declared by our board of directors out of legally available funds. Dividends
may be paid in cash, property or additional shares of common stock. We have not
paid or declared any dividends upon our common stock since inception. We do not
intend to pay cash dividends on our common stock for the foreseeable future, but
currently intend to retain any future earnings to fund the development and
growth of our business. The payment of dividends if any, on the common stock
will rest solely within the discretion of the Board of Directors and will
depend, among other things, upon our earnings, capital requirements, the terms
of debt obligations, financial condition, and other relevant
factors.




Treasury
Stock




During
the fiscal year ended December 31, 2008 the Company received 1,200 shares of its
common stock from a shareholder.  . The shares were accounted for as
contributed capital at the time of receipt and valued at $192 per share. The
Company determined the principal to principal market was the most active market
at the time of receipt. The shares were subsequently retired and the entire
amount of $230,000, was applied as a reduction of our paid-in capital under the
cost method.




9.           SUBSEQUENT
EVENTS




Securities
and Exchange Commission Investigation




As
previously reported by the Company on Form 8-K/A on January 8, 2009, the SEC
suspension on Yatinoo Securities expired on December 31, 2008. However, the SEC
investigation continues and trading has not yet resumed on the OTC Bulletin
Board. The SEC suspension concerned the accuracy of publicly available
information about Yatinoo's market capitalization and operations which the
Company believes has now been fully disclosed, as well as questions "about
trading activity in the market for Yatinoo securities." In addition to the
above-described cancellation of shares, in an effort to eliminate remaining
concerns of the SEC and FINRA, the Board of Directors of the Company resolved on
March 24, 2009, to have all holders of registered Yatinoo shares enter into
lock-up agreements. The former shareholders of Stone Consulting Services (n/k/a
Yatinoo Inc.) each signed lock-ups for an aggregate of 600,000 shares in
connection with the change of control. The remaining 14,400,000 registered
shares (less 25,961 shares which were sold in the open market and any cancelled,
as described above) have signed or will sign two-year lockups pursuant to which
they will be permitted to sell 1% of their registered shares per month, or 10%
per annum.




As of
March 19, 2009 and May 1, 2009, the Board of Directors of Yatinoo, Inc. (the
"Company") unanimously authorized and directed its transfer agent to cancel an
aggregate of 4,985,000 shares, or 16.6% of the 30,000,000 issued and outstanding
shares. The shares were held by five shareholders affiliated with three German
consultants whose agreements had previously been terminated by the Company. The
terminations resulted from the Company learning that they or their affiliates
were under investigation by German authorities for possible stock manipulations
at the same time that the SEC suspended trading in the Company's
securities.




OZQ8
Acquisition




Pursuant
to a Securities and Asset Purchase Agreement (the "Agreement") between Yatinoo,
Inc. (the "Company") and OZQ8, Incorporated, a Kuwait corporation ("OZQ8"),
dated as of April 10, 2009, the Company purchased all of the outstanding capital
stock of OZQ8, or all of its assets, for an aggregate purchase price of USD
$45,000, consisting of: (i) USD $35,000 in cash paid at the closing, and (ii)
USD $10,000 in cash within 60 days after the closing.




OZQ8 owns
and operates the domain www.ozq8.com, along with other related domain names,
source code and intellectual property rights. The domain names will be held in
escrow until the final $10,000 payment is released. The Closing was subject to
the Company's completing its due diligence of OZQ8, the execution of definitive
legal agreements, approval of the transaction by both parties' board of
directors, and the Company's analysis and review of the financial statements of
OZQ8 (including any restatement thereof that may be necessary to bring such
financial statements into compliance with the Company's practices and Generally
Accepted Accounting Principles).




The
management of both parties agreed to immediately begin working on the technical
aspects of assimilating the OZQ8 website into the Company's
platform.




75




Acquisition
of License




Yatinoo
Inc. (the "Company" or "Licensee") entered into a Software License Agreement
dated April 23, 2009, with WebVois Global Communication, Inc. (the "Licensor"),
a Moroccan corporation. The Licensor owns technology, patents and published
works (the "Technology") related to voice over Internet Protocol ("VOIP"). The
Licensor granted to the Company a worldwide license to develop and sell or
license to the Licensee's website called the Atmosphere (a social network), the
Technology to launch Licensor's software application. This is expected to
provide the Company with VOIP, videos, text input and audio and Twitter
capabilities, via mobile devices. The Company intends to establish a
revenue-based portal delivering a social network, project plan and financial
portal called Atmosphere for license worldwide by the Company.




The
Company paid Licensor a fee of $33,000 upon execution of the License and will
pay $33,000 for the first year thereafter and $16,500 every three months after
the first year.




The
Company was granted an exclusive 25 year license to use the software in source
code to create Atmosphere and to use, manufacture, reproduce, have reproduced,
sublicense, market and distribute the software and any derivative approved by
the Licensor.




Suspension
of operations




Yatinoo’s
operations in Morocco and Spain have been kept to a minimum from the beginning
of January 2009 due to the lack of financing. The adverse effect of the global
financial crisis that began in 2008 plus the effect of above mentioned
suspension of trading of its securities has obliged Yatinoo to reduce activities
to keep operational costs to a minimum.




At the
time of preparation of this report, the management of Yatinoo is actively
seeking sources of finance to re-activate its activities which includes a
variety of possibilities, from the possible increase of share capital, loans
from private investors or shareholders, bank finance or possible mergers with
similar size companies.




76


INDEX
TO EXHIBITS





Exhibit
                        Number
                      
                      Description2.1
                      
                      Stock
      Purchase Agreement by and between Stone Consulting Services, Inc., Yatinoo
      International, S.A, the Stockholders of Yatinoo International, S.A. and
      the Exchange Agent dated November 6, 2008.(1)3.1
                      
                      Certificate
      of Incorporation, dated December 11, 2006. (2)3.2
                      
                      Certificate
      of Amendment to Certificate of Incorporation dated November 6, 2008.
      (1)3.3
                      
                      Certificate
      of Amendment to Certificate of Incorporation dated November 13,
      2008.(3)3.4
                      
                      Amended
      and Restated Certificate of Incorporation dated June 23,
      2009(4)3.5
                      
                      By-Laws
      (2)4.1
                      
                      Form
      of Common Stock Certificate (3)4.2
                      
                      Form
      of Stock Option Agreement (3)10.1
                      
                      2008
      Incentive Stock Option Plan (3)10.2
                      
                      Advertising
      Sponsorship Contract, dated as of January 1, 2008, between the Company and
      PGM International Ltd. (as translated) (1)10.3
                      
                      Securities
      and Asset Purchase Agreement, dated as of April 10, 2009, between the
      Company and OZQ8, Inc. (5)10.4
                      
                      Asset
      Purchase Agreement dated June 8, 2009, by and between the Company and
      Atmosphere Corp. (4)10.5
                      
                      Software
      License Agreement made April 23, 2009, by and between the Company and
      WebVois Global Communications, Inc. (6)*10.6
                      
                      Agreement,
      dated as of November
      1,2008, between the
      CompanyandJOAG LLC*31.1
                      
                      Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of
      1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.*32.1
                      
                      Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Rule 13a-14(b) or Rule 15d-14(b) of the Securities and Exchange Act of
      1934, as amended, and 18 U.S.C. 1350, as adopted pursuant to Section 906
      of the Sarbanes-Oxley Act of
2002.





* Filed
herewith.





(1)
Incorporated by reference from the Current Report on Form 8-K/A for November 13,
2008, filed with the Commission on January 8, 2009.


77




(2)
Incorporated by reference from the registration statement on Form S-1, filed
with the Commission on March 31, 2008.




(3)
Incorporated by reference from the Current Report on Form 8-K filed with the
Commission on November 19, 2008.




(4)
Incorporated by reference from the Current Report on Form 8-K filed with the
Commission on June 23, 2009.




(5)
Incorporated by reference from the Current Report on Form 8-K filed with the
Commission on April 20, 2009.




(6)
Incorporated by reference from the Current Report on Form 8-K filed with the
Commission on April 29, 2009.


78




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Yatinoo,
      Inc.August
      10, 2009
              By:
              /s/ Francis P. Magliochetti,
      Jr.Francis
      P. Magliochetti, Jr.Interim
      Chief Executive Officer




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:




Signature
                                    
                                    Title
                                    
                                    Date/s/ Francis P. Magliochetti,
      Jr.
                                    
                                    Chairman
      of the Board, interimFrancis
      P. Magliochetti, Jr.
                                    
                                    Chief
      Executive Officer (Principal Executive
                                    
                                    August
      10, 2009Officer
      and Principal Financial Officer)/s/ Peter K. Rogal
                                    
                                    Director
                                    
                                    August
      10, 2009Peter
      K. Rogal/s/
      Marshal S. Sterman
                                    
                                    Director
                                    
                                    August
      10, 2009Marshal
      S. Sterman/s/ Michael J. Magliochetti
                                    
                                    Director
                                    
                                    August
      10, 2009Michael
      J. MagliochettiDirector
                                    
                                    _________,
      2009Barry
      Hoffman


79


EXHIBITS




10.6
                    
                    Agreement,
      dated as of November 1, 2008, between the Company and JOAG
      LLC31.1
                    
                    Certification
      of the Chief Executive
      Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities and Exchange Act of 1934, as amended, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
                    
                    Certification
      of the Chief Executive Officer
      and Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)
      of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C.
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


80