UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




x Annual Report Pursuant
to Section 13 or 15(D) of the Securities Exchange Act of 1934




for the
fiscal year ended June 30, 2010




o Transition Report
Under Section 13 or 15(D) of the Securities Exchange Act of 1934




for the
transition period from _______________ to _______________




Commission
File Number:  000-53185




MIKOJO
INCORPORATED


(Exact
name of small Business Issuer as specified in its charter)




Delaware
                  95-3797580(State
      or other jurisdiction of incorporation or
                  (IRS
      Employer Identification No.)organization)1840
      Gateway Drive, Suite 200Foster City, CA
                  94404(Address
      of principal executive offices)
                  (Zip
      Code)




Issuer's
telephone number, including area code: (650)
283-2653




n/aFormer
      address if changed since last
report




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




Securities
registered under Section 12(g) of the Exchange Act:




Common Stock, par value
$0.0001 per share




Check
whether the issuer (1) 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 whether the registrant has submitted electronically and posted on
its corporate Website, if any, every interactive
Data  File  required to be submitted and posted pursuant to
Rule 405 of Regulation  S-T  during  the preceding
12 months
(or  for  such  shorter  period  that  the  registrant  was
required to submit and post such files).   ̈ Yes  No  ̈




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




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.





Large
      Accelerated
              Filer
       ̈
            
            Accelerated
              Filer
       ̈
            
            Non-Accelerated
      Filer  ̈ (Do
      not check if a
              smaller
      reporting company)
            
            Smaller
      Reporting Company
              þ




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




 ̈ Yes x No




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  $15,966,736





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  28,061,200 shares of common
stock par value $0.0001 as of September 30, 2010





DOCUMENTS
INCORPORATED BY REFERENCE:





None





TABLE OF
CONTENTS




PART
      IITEM
      1.
                
                BUSINESS
                3ITEM
      1A.
                
                RISK
      FACTORS
                5ITEM
      1B.
                
                UNRESOLVED
      STAFF COMMENTS
                18ITEM
      2.
                
                PROPERTIES
                18ITEM
      3.
                
                LEGAL
      PROCEEDINGS
                18ITEM
      4.
                
                (REMOVED
      AND RESERVED)
                18PART
      IIITEM
      5.
                
                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                18ITEM
      6.
                
                SELECTED
      FINANCIAL DATA
                19ITEM
      7.
                
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
                19ITEM
      7A.
                
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                25ITEM
      8.
                
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                25ITEM
      9.
                
                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                27ITEM
      9A
                
                CONTROLS
      AND PROCEDURES
                27ITEM
      9B.
                
                OTHER
      INFORMATION
                27PART
      IIIITEM
      10.
                
                DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                27ITEM
      11.
                
                EXECUTIVE
      COMPENSATION
                29ITEM
      12.
                
                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                30ITEM
      13.
                
                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
                31ITEM
      14
                
                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                31PART
      IVITEM
      15.
                
                EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                32SIGNATURES
                33


2


FORWARD
LOOKING STATEMENTS




This
Annual Report on Form 10-K (the “Report”), including ”Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in Item 7
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding future events and the future results of
Mikojo Incorporated and its consolidated subsidiaries (the “Company”) that are
based on management’s current expectations, estimates, projections and
assumptions about the Company’s business. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements due to
numerous factors, including, but not limited to, those discussed in the “Risk
Factors” section in Item 1A, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Item 7 and elsewhere in
this Report as well as those discussed from time to time in the Company’s other
Securities and Exchange Commission filings and reports. In addition, such
statements could be affected by general industry and market conditions. Such
forward-looking statements speak only as of the date of this Report or, in the
case of any document incorporated by reference, the date of that document, and
we do not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this Report. If we update or
correct one or more forward-looking statements, investors and others should not
conclude that we will make additional updates or corrections with respect to
other forward-looking statements.





When used
in this report, the terms “Mikojo,” “Company,” “we,” “our,” and “us” refer to
Mikojo Incorporated.





PART
I




ITEM
      1.
            BUSINESS.




Business of
Mikojo.





Mikojo
Pty. Ltd., an Australian corporation (“Mikojo (Aust)”), was founded in
2007.  In 2008, Mikojo (Australia) launched a federated Internet search
engine and has entered into a Search Distribution Agreement (“SDA”) with
InfoSpace Europe Limited (“InfoSpace”) wherein InfoSpace has agreed to permit
Mikojo (Aust) to incorporate certain search content and services into Mikojo
(Aust)’s website.  InfoSpace is a distributor of Google web content and has
certain proprietary metasearch technology that combines the top results from the
leading search engines (such as Google and YaHoo).  Pursuant to the terms
of the SDA, Mikojo (Aust) utilizes this search technology on its Mikojo.com
website and has a revenue sharing agreement with respect to advertising revenues
which are developed through its website.  InfoSpace has established
long-term advertising distribution contracts with various companies, including
Google, Inc. and also has strategic advertising partnerships with MicroSoft,
Yahoo, LookSmart and others.




On March
17, 2009, Mikojo (Aust) contributed all of its assets, including but not limited
to its rights under the SDA, to Mikojo in exchange for the issuance of
12,000,000 newly issued common shares of Mikojo.  Thereafter, Mikojo began
generating cash flows pursuant to the terms of the SDA.  Essentially, by
indirectly acting as a distributor of advertising links originated by Google,
Mikojo is compensated by InfoSpace based on the revenues it receives from Google
calculated based on an “clicks” on such advertising generated through the Mikojo
website. Mikojo then, in turn, may provide the click to other third party search
engines (for example, YaHoo), for which it woulod also receive credit toward the
generation of additional revenues.


3





Mikojo’s
only current customer is InfoSpace, which client relationship is governed by the
SDA.  The SDA has a three-year term expiring on March 1, 2012 and is
exclusive for that period.  Mikojo has negotiated certain similar
agreements with YaHoo, Inc., Looksmart, Ltd. and others., however, due to the
aforementioned exclusivity agreement with InfoSpace, such other agreements will
be utilized only if the agreement with InfoSpace is terminated.




LOBIS,
Inc., a Delaware corporation (“LOBIS”), was formed in 2008 for the purpose of
acquiring certain assets and patented technology from Computing Services Support
Solutions, Inc. (“C3S”).  Pursuant to the terms of an Asset and Patent
Purchase Agreement (“LOBIS APA”) with C3S, LOBIS agreed to acquire C3S’
TriggerWareTM Server and Software (which is covered by US Patent No. 6,629,106
B1), subject to the terms and conditions of that agreement. A more detailed
description of the TriggerWareTM software is in Management’s Discussion and
Analysis or Plan of Operation, below.  On March 17, 2009, LOBIS
contributed all of its assets and Mikojo assumed all of LOBIS’ liabilities,
including LOBIS’ rights and responsibilities under the LOBIS APA in exchange for
the issuance of 12,000,000 newly issued common shares of Mikojo.  Ownership
of the patent for the TriggerWareTM technology remains vested in C3S until
certain additional payments are made to C3S pursuant to the terms of the LOBIS
APA.




Mikojo’s
mission is to bring together the Internet distribution contracts owned by Mikojo
(Aust) and the rights related to the TriggerWareTM technology owned by LOBIS to
develop and provide the best possible search engine user experience on the
Internet by revolutionizing Internet search and decision-making and providing
users with a simple interface to retrieve decision-enabling, semantics-based
information in real-time.




Background of
Transaction.




Mikojo
Incorporated, a Delaware corporation (“Mikojo”) was formed on February 20, 2009
to enter into asset contribution transactions with Mikojo (Aust) and
LOBIS.  On March 2, 2009, Mikojo issued 2,000,000 shares of its common
stock par value $0.0001 to its founder, Accelerated Venture Partners, LLC for a
total consideration of $200.00.  Pursuant to the terms of a Contribution to
Controlled Corporation Agreement between Mikojo and Mikojo (Aust) and LOBIS and
separate Common Stock Purchase Agreements between Mikojo and Mikojo (Aust) and
LOBIS, respectively (all agreements dated as of March 17, 2009), Mikojo (Aust)
and LOBIS agreed to contribute all of their assets to Mikojo Incorporated and
Mikojo Incorporated agreed to assume all liabilities of Mikojo (Aust) and LOBIS
as consideration for the purchase of an aggregate of 24,000,000 common shares of
Mikojo (each party received 12,000,000 common shares), with a stated face value
of $0.0001 per share.  These shares were then distributed to the
shareholders of Mikojo (Aust) and LOBIS, respectively, on a pro-rata
basis.  The principal asset contributed by Mikojo (Aust) was its SDA with
InfoSpace, Inc.  The principal asset contributed by LOBIS was its rights
pursuant to the LOBIS APA (principally its rights relative to the TriggerWareTM
Server and Software).  Subsequently, Mikojo engaged Clifton Gunderson LLP,
an independent valuation firm, to perform a valuation engagement and provide
conclusions of value and a detailed report to assist Mikojo’s management in the
determination of the fair value of the assets being contributed by Mikojo (Aust)
into Mikojo pursuant to Statement of Financial Accounting Standards No. 141(R),
Business Combinations, (“SFAS 141(R)”), and Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”) as of March
17, 2009.  Mikojo did not cause an independent analysis to be performed
with respect to the assets contributed by LOBIS.





Thereafter,
pursuant to the terms of the Merger Agreement, on July 20, 2009 Merger Sub
merged with and into Mikojo, with Mikojo remaining as the surviving corporation
with the stockholders of Mikojo exchanging all of their stock in Mikojo for a
total of 26,000,000 shares of common stock of LG.   Immediately prior
to the Merger, certain existing shareholders of LG tendered a total of
29,360,500 shares of LG’s common stock to the company for cancellation, leaving
1,530,600 issued and outstanding LG common shares including 1,000,000 shares of
Common Stock which were escrowed pursuant to the promissory notes issued by the
Company.  As a result, following the Merger, LG had 27,530,600 shares of
its common stock issued and outstanding, of which 98% were held by the former
shareholders of Mikojo.


4





On
September 11, 2009, LG completed a merger with and into its wholly-owned
subsidiary, Mikojo Incorporated, a Delaware corporation , which resulted in (a)
a change of domicile of the Company from the State of Colorado to the
State of Delaware; (b) a change of the name of the company from LG Holding
Corporation to Mikojo Incorporated; (c) the right of each holder of the
Company’s common shares to receive one (1) share of Mikojo Incorporated common
stock, par value $0.0001 per share,  for each one (1) share of the common
stock of LG Holding Corporation, par value $0.001 per share, owned by the holder
as of the effective time of the Merger; (d) the persons presently serving as the
Company’s executive officers and directors serving in their same respective
positions with Mikojo; and (e) the adoption of Mikojo’s Certificate of
Incorporation under the laws of the State of Delaware, pursuant to which our
authorized capital stock is 100,000,000 shares, consisting of 100,000,000 shares
of common stock, par value $0.0001 per share and no preferred stock and 
the adoption of new Bylaws under the laws of the State of Delaware.





In
connection with the Merger, Mikojo agreed to pay certain prior shareholders of
LG an aggregate of $400,000 for expenses incurred in connection with the merger
transaction and cancellation of certain previously outstanding LG shares as
detailed above.  In this connection, Mikojo paid a non-refundable fee of
$25,000 with the balance due of $375,000 to be paid to such shareholders within
90 days of the closing of the merger and evidenced by a promissory note or notes
in favor of such shareholders. Should the $375,000 payment not be made within
120 days of the merger closing, Mikojo agreed to pay a $100,000 penalty
increasing the amount due to $475,000. Furthermore if the payment (including
penalty) is not paid within 150 days of the merger closing, the noteholder(s)
have an option to convert the note(s) pro rata into an aggregate of 1,000,000
shares of the surviving company’s common stock.




Immediately
following the closing of the Merger, the Company entered into an Acquisition
Agreement with Allan Reeh, a shareholder of the Company (“Purchaser”), whereby
the Company agreed to transfer 100% of its interest in its wholly-owned
subsidiary, No Worries Managed Network Services, Inc. (“Sub”) and certain rights
owned by the Company (“Rights”) to Purchaser in exchange for Purchaser’s
assumption of all liabilities and responsibilities with respect to the Sub and
the Rights.  The transfer of the assets was subject to the completion of
the Merger.  Included in the assets transferred were all cash and cash
equivalents, prepaid expenses, fixed assets and accounts receivable related to
the Sub and the Rights and the Purchaser assumed all accounts payable and any
other liabilities related to the Sub and the Rights.  Included in the
Rights transferred were the right to use the name “LG Holding Corporation” and
“No Worries Managed Network Services, Inc.” together with all client agreements,
both written and oral.





Ultimately,
it is Mikojo’s plan to develop the commercialization of its TriggerWare software
as a pioneering semantics-based search software vehicle, while continuing to
generate cash flow from Internet advertising, as further described herein. 
The Company did not have any meaningful operations in its fiscal year ended June
30, 2010 due to a lack of funding.




Employees




As of
September 30, 2010, we have no full- or part-time employees and rely upon our
officers and directors and certain outsiders to provide services to the Company
on a consultive basis.





ITEM
1A.  RISK FACTORS




An
investment in our common stock involves a number of risks. You should carefully
read and consider the following risks as well as the other information contained
in this prospectus, including the financial statements and the notes to those
financial statements, before making an investment decision. The realization of
any of the risks described below could have a material adverse affect on our
business, financial condition, results of operations, cash flows and/or future
prospects. The trading price of our common stock could decline due to any of
these risks, and you could lose part or all of your investment. The order of
these risk factors does not reflect their relative importance or likelihood of
occurrence.


5




Risks
Related to Our Business and Industry





Our independent auditors have expressed
substantial doubt about our ability to continue as a going concern, which may
hinder our ability to continue as a going concern and our ability to obtain
future financing




In their
report dated November 22, 2010, our independent auditors stated that our
financial statements for the period ended June 30, 2010 were prepared assuming
that we would continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of recurring losses from operations and
cash flow deficiencies since our inception. Our ability to continue as a going
concern is subject to our ability to generate a profit and/or obtain necessary
funding from outside sources, including obtaining additional funding from the
sale of our securities, increasing sales or obtaining loans and grants from
various financial institutions where possible.




The
Company must raise Additional Capital to Carry Out its Business
Plan




The Asset
and Patent Purchase Agreement between LOBIS and C3S requires that the purchaser
make certain payments in connection with the purchase of the patent relative to
the TriggerWareTM software.  The Company must raise additional capital to
fund such payments, and if such payments are not funded, the rights to the
TriggerWareTM software will revert to C3S.  In addition, the Company will
require additional capital resources in order to develop its metadata
resources.  Loss of the rights to the TriggerWareTM software or an inability
to fund the development of metadata resources will significantly impair the
Company’s business plan and could have a significant impact on the Company’s
prospects for growth.  There is no guarantee that the Company will be able
to access additional capital at rates and on terms which are attractive to the
Company, if at all.




We are highly dependent on our ability
to finance and place advertising on the Web




Most of
the Company’s revenue to date has been derived from payments by Infospace,
Google and YaHoo for our generation of “clicks” on such advertising.  There
is a direct relationship between the quantity of advertising we place and the
generation of “clicks”.  Without funding for such advertising, our revenues
for generation of “clicks” could be adversely affected which would directly
affect our operating results.




We
have an exclusive relationship with InfoSspace and Google , upon whom we rely
very heavily.




At the
present time, we are virtually entirely dependent on InfoSpace (and indirectly,
Google) for our revenues.  InfoSpace and Google are faced with significant
competition from several companies such as Microsoft and YaHoo, which may have a
greater ability to attract and retain users than InfoSpace and Google. If
Microsoft or Yahoo is successful in providing similar or better web search
results or more relevant advertisements, or in leveraging their platforms or
products to make their web search or advertising services easier to access,
InfoSpace and Google could experience a significant decline in user traffic and
revenues. Any such decline could negatively affect our revenues.  In
addition, the Company’s relationship with InfoSpace is exclusive, which prevents
us from utilizing any other sources of content distribution.  We are
therefore dependent on the ability of InfoSpace to maintain its business and
operations on a positive basis and for InfoSpace to maintain its relationship
with Google.  There are terms and conditions in the SDA pursuant to which
InfoSpace could terminate its relationship with the Company and such
relationship is terminable by either party at the end of the initial three-year
term or at the end of any renewal term upon thirty days written
notice.


6




We
face significant competition.




We face
formidable competition in every aspect of our business, and particularly from
other companies that seek to connect people with information on the web and
provide them with relevant advertising. Most of our competitors have longer
operating histories and more established relationships with customers and end
users. They can use their experience and resources against us in a variety of
competitive ways, including by making acquisitions, investing more aggressively
in research and development and competing more aggressively for advertisers and
web sites.




We
face competition across all geographic markets from other Internet companies,
including web search providers, Internet access providers, Internet advertising
companies, destination web sites, and local information providers, and from
traditional media companies.




We face
competition from other web search providers, including start-ups as well as
developed companies that are enhancing or developing search technologies. We
compete with Internet advertising companies, particularly in the areas of
pay-for-performance and keyword-targeted Internet advertising. Also, we may
compete with companies that sell products and services online because these
companies, like us, are trying to attract users to their web sites to search for
information about products and services.




In
certain markets outside the U.S., other web search, advertising services, and
Internet companies have greater brand recognition than InfoSpace, Google or
Mikojo,  and more users, and more search traffic than we have. Even in
countries where we have a significant user following, we may not be as
successful in generating revenue due to slower market development, our inability
to provide attractive local advertising services or other factors.





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





Emergence of
Unanticipated Competition from Startups.




It is
conceivable that one of several new start-up companies has technology comparable
to Mikojo which could pose a threat to the company.  Such company(ies) may
be better funded and closer to product roll-out than Mikojo.




A
“Major Player” may enter the Semantic Search Market.




Google or
another “major player” in the search engine field might enter the semantic
search engine market at some point, which would be a significant threat to
Mikojo.  Such company(ies) is likely to have resources to create metadata
much more rapidly than Mikojo.  If such were to occur, it would be more
difficult for Mikojo to create branding around TriggerWareTM and relational
queries as the basis for search.




Our
operating results may fluctuate, which makes our results difficult to predict
and could cause our results to fall short of expectations.




Our
operating results may fluctuate as a result of a number of factors, many outside
of our control. As a result, comparing our operating results on a
period-to-period basis may not be meaningful, and you should not rely on our
past results as an indication of our future performance. Our quarterly,
year-to-date, and annual expenses as a percentage of our revenues may differ
significantly from our historical or projected rates. Our operating results in
future quarters may fall below expectations. Each of the following factors may
affect our operating results:


7





•
            Our
      ability to continue to attract users to our web sites and satisfy existing
      users on our web sites.




•
            Our
      ability to monetize (or generate revenue from) traffic on our
      web.




•
            The
      amount and timing of operating costs and capital expenditures related to
      the maintenance and expansion of our businesses, operations, and
      infrastructure.




•
            Our
      focus on long-term goals over short-term
  results.




•
            The
      results of our investments in risky
projects.




•
            Our
      ability to keep our web sites operational at a reasonable cost and without
      service interruptions.




Because
our business is changing and evolving, our historical operating results may not
be useful to you in predicting our future operating results. In addition,
advertising spending has historically been cyclical in nature, reflecting
overall economic conditions as well as budgeting and buying
patterns.




If
we do not continue to innovate and provide products and services that are useful
to users, we may not remain competitive, and our revenues and operating results
could suffer.




Our
success depends on providing products and services that make using the Internet
a more useful and enjoyable experience for our users. Our competitors are
constantly developing innovations in web search, online advertising and web
based products and services. As a result, we must continue to invest significant
resources in research and development in order to enhance our web search
technology and our existing products and services and introduce new products and
services that people can easily and effectively use. If we are unable to provide
quality products and services, then our users may become dissatisfied and move
to a competitor’s products and services. In addition, these new products and
services may present new and difficult technology challenges, and we may be
subject to claims if users of these offerings experience service disruptions or
failures or other quality issues. Our operating results would also suffer if our
innovations are not responsive to the needs of our users and advertisers and are
not appropriately timed with market opportunities or are not effectively brought
to market. As search technology continues to develop, our competitors may be
able to offer search results that are, or that are seen to be, substantially
similar to or better than ours. This may force us to compete in different ways
and expend significant resources in order to remain competitive.




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




Advertisers
will reduce their advertising expenditures if they perceive that such
expenditures do not generate sales leads, and ultimately customers, or if their
advertising content is not delivered in an appropriate and effective manner. In
addition, expenditures by advertisers tend to be cyclical, reflecting overall
economic conditions and budgeting and buying patterns.




The
effects of the recent global economic crisis may impact our business, operating
results, or financial condition.




The
recent global economic crisis has caused disruptions and extreme volatility in
global financial markets and increased rates of default and bankruptcy, and has
impacted levels of consumer spending. These macroeconomic developments could
negatively affect our business, operating results, or financial condition in a
number of ways. For example, current or potential advertisers may delay or
decrease spending.  In addition, if consumer spending continues to
decrease, this may result in fewer clicks on advertisers’ ads displayed on our
web sites. Finally, if the banking system or the financial markets continue to
deteriorate or remain volatile, our investments may be impacted and the values
and liquidity of our investments could be adversely affected.


8




Our
business and operations are experiencing rapid growth. If we fail to effectively
manage our growth, our business and operating results could be
harmed.




We have
experienced and expect to continue to experience rapid growth in our operations,
which has placed, and will continue to place, significant demands on our
management, operational and financial infrastructure. If we do not effectively
manage our growth, the quality of our products and services could suffer, which
could negatively affect our operating results. Our expansion and growth in
international markets heightens these risks as a result of the particular
challenges of supporting a rapidly growing business in an environment of
multiple languages, cultures, customs, legal systems, alternative dispute
systems, regulatory systems and commercial infrastructures. To effectively
manage this growth, we will need to continue to improve our operational,
financial and management controls and our reporting systems and procedures.
These systems enhancements and improvements will require significant capital
expenditures and management resources. Failure to implement these improvements
could hurt our ability to manage our growth and our financial
position.





Metadata
Retrieval and Acquisition Risks





The
biggest barrier to the success of the company’s TriggerWareTM technology is that
there is currently no relational metadata that exists on the Internet. 
Mikojo must ensure that a critical mass of metadata is created for enough of the
Internet to ensure that users will be able to gain value from the search
services that TriggerWareTM affords.  The company must create the metadata
bases very rapidly and will be utilizing the services of an off-shore
organization for such work.  Such organizations may be unreliable and may
not produce the desired results.  The company must also maintain the
accuracy of the metadata as data sources change.





Metadata
Retrieval and AcquisitionTechnical Risks





In order
to function in a viable manner, TriggerWareTM needs to scale up to potentially
hundreds of thousands of simultaneous users.  This will require
establishment of server infrastructure so that there can be several instances of
the TriggerWareTM server handling requests from the different segments of the
user community.  While this approach will work with TriggerWareTM as it does
with other servers, the ultimate validation of TriggerWareTM in this kind of
production mode is yet to be fully tested.





Market
Risks





The
company will face numerous risks relating to market acceptance of its products
and services:





·
            Users
      may refuse to be provide search queries: Engines in the marketplace take
      it for granted that users will simply refuse to provide search input
      beyond typing in a few keywords.  Today, there are no search engines
      that do semantics-based search and the company’s products and services
      have not been test-marketed.




·
            Data
      providers may prevent use of their data: Since Mikojo separates metadata
      from data, it is able to use metadata to interpret the data in various
      URLs.  It is conceivable that if Mikojo is successful on a large
      scale, data providers could notice that their data is being used in
      high-volume situations.  Mikojo recognizes that it will need to
      negotiate advertising and revenue-sharing agreements with data providing
      entities to continue to operate as the engine that brings semantics to
      Internet search.  There are no guarantees that this can be
      accomplished




·
            A
      much larger company may emerge as a competitor before Mikojo fully
      launches its technology and therefore time is of the essence in rolling
      out our technology.


9




Acquisitions
could result in operating difficulties, dilution and other harmful
consequences.




We do not
have a great deal of experience acquiring companies.  We expect to evaluate
and enter into discussions regarding a wide array of potential strategic
transactions. These transactions could be material to our financial condition
and results of operations. The process of integrating an acquired company,
business or technology has created, and will continue to create unforeseen
operating difficulties and expenditures. The areas where we face risks
include:





•
            Implementation
      or remediation of controls, procedures and policies at the acquired
      company.




•
            Diversion
      of management time and focus from operating our business to acquisition
      integration challenges.




•
            Coordination
      of product, engineering and sales and marketing
  functions.




•
            Transition
      of operations, users and customers onto our existing
      platforms.




•
            Cultural
      challenges associated with integrating employees from the acquired company
      into our organization.




•
            Retention
      of employees from the businesses we
acquire.




•
            Integration
      of the acquired company’s accounting, management information, human
      resource and other administrative
systems.




•
            Liability
      for activities of the acquired company before the acquisition, including
      patent and trademark infringement claims, violations of laws, commercial
      disputes, tax liabilities and other known and unknown
      liabilities.




•
            Litigation
      or other claims in connection with the acquired company, including claims
      from terminated employees, customers, former stockholders, or other third
      parties.




•
            In
      the case of foreign acquisitions, the need to integrate operations across
      different cultures and languages and to address the particular economic,
      currency, political and regulatory risks associated with specific
      countries.




•
            Failure
      to successfully further develop the acquired
  technology.




Our
failure to address these risks or other problems encountered in connection with
our past or future acquisitions and strategic investments could cause us to fail
to realize the anticipated benefits of such acquisitions or investments, incur
unanticipated liabilities and harm our business generally.




Future
acquisitions or dispositions could also result in dilutive issuances of our
equity securities, the incurrence of debt, contingent liabilities or
amortization expenses, or write-offs of goodwill, any of which could harm our
financial condition. Also, the anticipated benefit of many of our acquisitions
may not materialize




Our
intellectual property rights are valuable, and any inability to protect them
could reduce the value of our products, services and brand.




Our
intellectual property rights are important assets for us. Various events outside
of our control pose a threat to our intellectual property rights as well as to
our products and services. For example, effective intellectual property
protection may not be available in every country in which our products and
services are distributed or made available through the Internet. Also, the
efforts we have taken to protect our proprietary rights may not be sufficient or
effective. Any significant impairment of our intellectual property rights could
harm our business or our ability to compete. Also, protecting our intellectual
property rights is costly and time consuming. Any increase in the unauthorized
use of our intellectual property could make it more expensive to do business and
harm our operating results.


10




Although
we seek to obtain patent protection for our innovations, it is possible we may
not be able to protect some of these innovations. In addition, given the costs
of obtaining patent protection, we may choose not to protect certain innovations
that later turn out to be important. Furthermore, there is always the
possibility, despite our efforts, that the scope of the protection gained will
be insufficient or that an issued patent may be deemed invalid or
unenforceable.  We could also face risks associated with our
trademarks.




We also
seek to maintain certain intellectual property as trade secrets. The secrecy
could be compromised by outside parties, or by our employees, which would cause
us to lose the competitive advantage resulting from these trade
secrets.




We
are, and may in the future be, subject to intellectual property rights claims,
which are costly to defend, could require us to pay damages and could limit our
ability to use certain technologies in the future.




Companies
in the Internet, technology and media industries own large numbers of patents,
copyrights, trademarks and trade secrets and frequently enter into litigation
based on allegations of infringement or other violations of intellectual
property rights. As we have grown, the intellectual property rights claims
against us have increased. Our products, services and technologies may not be
able to withstand any third-party claims and regardless of the merits of the
claim, intellectual property claims are often time-consuming and expensive to
litigate or settle. In addition, to the extent claims against us are successful,
we may have to pay substantial monetary damages or discontinue any of our
services or practices that are found to be in violation of another party’s
rights.




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




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




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




A
variety of new and existing U.S. and foreign laws could subject us to claims or
otherwise harm our business.




We are
subject to a variety of laws in the U.S. and abroad that are costly to comply
with, can result in negative publicity and diversion of management time and
effort, and can subject us to claims or other remedies. Many of these laws were
adopted prior to the advent of the Internet and related technologies and, as a
result, do not contemplate or address the unique issues of the Internet and
related technologies. The laws that do reference the Internet are being
interpreted by the courts, but their applicability and scope remain uncertain.
For example, the laws relating to the liability of providers of online services
are currently unsettled both within the U.S. and abroad. Claims have been
threatened and filed under both U.S. and foreign law for defamation, libel,
slander, invasion of privacy and other tort claims, unlawful activity, copyright
and trademark infringement, or other theories based on the nature and content of
the materials searched and the ads posted by our users, our products and
services, or content generated by our users.


11




In
addition, the Digital Millennium Copyright Act has provisions that limit, but do
not necessarily eliminate, our liability for listing or linking to third-party
web sites that include materials that infringe copyrights or other rights, so
long as we comply with the statutory requirements of this act. The Child Online
Protection Act and the Children’s Online Privacy Protection Act restrict the
distribution of materials considered harmful to children and impose additional
restrictions on the ability of online services to collect information from
minors. In the area of data protection, many states have passed laws requiring
notification to users when there is a security breach for personal data, such as
California’s Information Practices Act. We face similar risks and costs as our
products and services are offered in international markets and may be subject to
additional regulations.




We
are subject to increased regulatory scrutiny that may negatively impact our
business.




The
growth of our company and our expansion into a variety of new fields implicate a
variety of new regulatory issues and may subject us to increased regulatory
scrutiny, particularly in the U.S. and Europe. Moreover, our competitors have
employed and will likely continue to employ significant resources to shape the
legal and regulatory regimes in countries where we have significant operations.
Legislators and regulators may make legal and regulatory changes, or interpret
and apply existing laws, in ways that make our products and services less useful
to our users, require us to incur substantial costs, or change our business
practices. These changes or increased costs could negatively impact our
business.




More
individuals are using non-PC devices to access the Internet. If users of these
devices do not widely adopt versions of our web search technology, products or
operating systems developed for these devices, our business could be adversely
affected.




The
number of people who access the Internet through devices other than personal
computers, including mobile telephones, personal digital assistants (PDAs),
smart phones and handheld computers and video game consoles, as well as
television set-top devices, has increased dramatically in the past few years.
The lower resolution, functionality and memory associated with alternative
devices make the use of our products and services through such devices more
difficult and the versions of our products and services developed for these
devices may not be compelling to users, manufacturers or distributors of
alternative devices. Each manufacturer or distributor may establish unique
technical standards for its devices, and our products and services may not work
or be viewable on these devices as a result. As we have limited experience to
date in operating versions of our products and services developed or optimized
for users of alternative devices, and as new devices and new platforms are
continually being released, it is difficult to predict the problems we may
encounter in developing versions of our products and services for use on these
alternative devices and we may need to devote significant resources to the
creation, support and maintenance of such devices. If we are unable to attract
and retain a substantial number of alternative device manufacturers,
distributors and users to our products and services or if we are slow to develop
products and technologies that are more compatible with non-PC communications
devices, we will fail to capture a significant share of an increasingly
important portion of the market for online services, which could adversely
affect our business.




Our
business may be adversely affected by malicious applications that interfere
with, or exploit security flaws in, our products and services.




Our
business may be adversely affected by malicious applications that make changes
to our users’ computers and interfere with the use of our products and services.
These applications have in the past attempted, and may in the future attempt, to
change our users’ Internet experience, including hijacking queries to our
service, altering or replacing search results we provide, or otherwise
interfering with our ability to connect with our users. The interference often
occurs without disclosure to or consent from users, resulting in a negative
experience that users may associate with our products and services. 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. In addition, we offer a number of products and services that our
users download to their computers or that they rely on to store information and
transmit information to others over the Internet. These products and services
are subject to attack by viruses, worms and other malicious software programs,
which could jeopardize the security of information stored in a user’s computer
or in our computer systems and networks. The ability to reach users and provide
them with a superior experience is critical to our success. If our efforts to
combat these malicious applications are unsuccessful, or if our products and
services have actual or perceived vulnerabilities, our reputation may be harmed
and our user traffic could decline, which would damage our
business.


12




Proprietary
document formats may limit the effectiveness of our search technology by
preventing our technology from accessing the content of documents in such
formats, which could limit the effectiveness of our products and
services.




A large
amount of information on the Internet is provided in proprietary document
formats such as Microsoft Word. The providers of the software application used
to create these documents could engineer the document format to prevent or
interfere with our ability to access the document contents with our search
technology. This would mean that the document contents would not be included in
our search results even if the contents were directly relevant to a search. The
software providers may also seek to require us to pay them royalties in exchange
for giving us the ability to search documents in their format. If the software
provider also competes with us in the search business, they may give their
search technology a preferential ability to search documents in their
proprietary format. Any of these results could harm our brand and our operating
results.




New
technologies could block our ads, which would harm our business.




Technologies
have been developed that can block the display of our ads. Most of our revenues
are derived from fees paid to us by advertisers in connection with the display
of ads on web pages. As a result, ad-blocking technology could adversely affect
our operating results.




Index
spammers could harm the integrity of our web search results, which could damage
our reputation and cause our users to be dissatisfied with our products and
services.




There is
an ongoing and increasing effort by “index spammers” to develop ways to
manipulate our web search results. For example, because our web search
technology ranks a web page’s relevance based in part on the importance of the
web sites that link to it, people have attempted to link a group of web sites
together to manipulate web search results. We take this problem very seriously
because providing relevant information to users is critical to our success. If
our efforts to combat these and other types of index spamming are unsuccessful,
our reputation for delivering relevant information could be diminished. This
could result in a decline in user traffic, which would damage our
business.




If
we were to lose the services of key members of our management team, we may not
be able to execute our business strategy.




Our
future success depends in a large part upon the continued service of key members
of our senior management team, who are critical to the overall management of the
company as well as the development of our technology, our culture and our
strategic direction. The loss of any of our management or key personnel could
seriously harm our business.




We
rely on highly skilled personnel and, if we are unable to retain or motivate key
personnel, hire qualified personnel, we may not be able to grow
effectively.




Our
performance largely depends on the talents and efforts of highly skilled
individuals. Our future success depends on our continuing ability to identify,
hire, develop, motivate and retain highly skilled personnel for all areas of our
organization. Competition in our industry for qualified employees is intense,
and certain of our competitors have directly targeted our employees. In
addition, our compensation arrangements, such as our equity award programs, may
not always be successful in attracting new employees and retaining and
motivating our existing employees. Our continued ability to compete effectively
depends on our ability to attract new employees and to retain and motivate our
existing employees.


13




We
have a short operating history and a relatively new business model in an
emerging and rapidly evolving market. This makes it difficult to evaluate our
future prospects and may increase the risk that we will not continue to be
successful.




Our
predecessor in interest, Mikojo (Aust) first derived revenue from our business
in 2008, and we have only a short operating history with our business model. As
a result, we have only a short operating history to aid in assessing our future
prospects. Also, we derive nearly all of our revenues from online advertising,
which is an immature industry that has undergone rapid and dramatic changes in
its short history. We will encounter risks and difficulties as a company
operating in a new and rapidly evolving market. We may not be able to
successfully address these risks and difficulties, which could materially harm
our business and operating results.




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




To be
successful, our network infrastructure has to perform well and be reliable. The
greater the user traffic and the greater the complexity of our products and
services, the more computing power we will need. If we do not expand
successfully, or if we experience inefficiencies and operational failures, the
quality of our products and services and our users’ experience could decline.
This could damage our reputation and lead us to lose current and potential users
and advertisers. Cost increases, loss of traffic or failure to accommodate new
technologies or changing business requirements could harm our operating results
and financial condition.




We
rely on bandwidth providers, data centers and others in providing products and
services to our users, and any failure or interruption in the services and
products provided by these third parties could damage our reputation and harm
our ability to operate our business.




We rely
on vendors, including data center and bandwidth providers in providing products
and services to our users. Any disruption in the network access or colocation
services provided by these providers or any failure of these providers to handle
current or higher volumes of use could significantly harm our business. Any
financial or other difficulties our providers face may have negative effects on
our business. We exercise little control over these vendors, which increases our
vulnerability to problems with the services they provide. We license technology
and related databases to facilitate aspects of our data center and connectivity
operations including Internet traffic management services. We expect to
experience interruptions and delays in service and availability for such
elements. Any errors, failures, interruptions or delays in connection with these
technologies and information services could harm our relationship with users,
adversely affect our business and expose us to liabilities.




Our
business depends on continued and unimpeded access to the Internet by us and our
users. Internet access providers may be able to block, degrade or charge for
access to certain of our products and services, which could lead to additional
expenses and the loss of users and advertisers.




Our
products and services depend on the ability of our users to access the Internet,
and certain of our products require significant bandwidth to work effectively.
Currently, this access is provided by companies that have significant and
increasing market power in the broadband and Internet access marketplace,
including incumbent telephone companies, cable companies and mobile
communications companies. Some of these providers have stated that they may take
measures that could degrade, disrupt or increase the cost of user access to
certain of our products by restricting or prohibiting the use of their
infrastructure to support or facilitate our offerings, or by charging increased
fees to us or our users to provide our offerings. These activities may be
permitted in the U.S. after recent regulatory changes, including recent
decisions by the U.S. Supreme Court and Federal Communications Commission. While
interference with access to our popular products and services seems unlikely,
such carrier interference could result in a loss of existing users and
advertisers and increased costs, and could impair our ability to attract new
users and advertisers, thereby harming our revenue and growth.


14




Interruption
or failure of our information technology and communications systems could hurt
our ability to effectively provide our products and services, which could damage
our reputation and harm our operating results.




The
availability of our products and services depends on the continuing operation of
our information technology and communications systems. Any damage to or failure
of our systems could result in interruptions in our service, which could reduce
our revenues and profits, and damage our brand. Our systems are vulnerable to
damage or interruption from earthquakes, terrorist attacks, floods, fires, power
loss, telecommunications failures, computer viruses, computer denial of service
attacks or other attempts to harm our systems. Some of our data centers are
located in areas with a high risk of major earthquakes. Our data centers are
also subject to break-ins, sabotage and intentional acts of vandalism, and
potential disruptions if the operators of these facilities have financial
difficulties. Some of our systems are not fully redundant, and our disaster
recovery planning cannot account for all eventualities. The occurrence of a
natural disaster, a decision to close a facility we are using without adequate
notice for financial reasons or other unanticipated problems at our data centers
could result in lengthy interruptions in our service.




Our
business depends on increasing use of the Internet by users searching for
information, advertisers marketing products and services and web sites seeking
to earn revenue to support their web content. If the Internet infrastructure
does not grow and is not maintained to support these activities, our business
will be harmed.




Our
success will depend on the continued growth and maintenance of the Internet
infrastructure. This includes maintenance of a reliable network backbone with
the necessary speed, data capacity and security for providing reliable Internet
services. Internet infrastructure may be unable to support the demands placed on
it if the number of Internet users continues to increase, or if existing or
future Internet users access the Internet more often or increase their bandwidth
requirements. In addition, viruses, worms and similar programs may harm the
performance of the Internet. The Internet has experienced a variety of outages
and other delays as a result of damage to portions of its infrastructure, and
could face outages and delays in the future. These outages and delays could
reduce the level of Internet usage as well as our ability to provide our
solutions.




We
may have exposure to greater than anticipated tax liabilities.




Our
future income taxes could be adversely affected by earnings being lower than
anticipated in jurisdictions where we have lower statutory tax rates and higher
than anticipated in jurisdictions where we have higher statutory tax rates, by
changes in the valuation of our deferred tax assets and liabilities, as a result
of gains on our foreign exchange hedging program, or changes in tax laws,
regulations, accounting principles or interpretations thereof. Our determination
of our tax liability is always subject to review by applicable tax authorities.
Any adverse outcome of such a review could have a negative effect on our
operating results and financial condition. In addition, the determination of our
worldwide provision for income taxes and other tax liabilities requires
significant judgment, and there are many transactions and calculations where the
ultimate tax determination is uncertain. Although we believe our estimates are
reasonable, the ultimate tax outcome may differ from the amounts recorded in our
financial statements and may materially affect our financial results in the
period or periods for which such determination is made.




Risks
Related to Ownership of Our Common Stock




The
price of our common stock may be extremely volatile.




In some
future periods, our results of operations may be below the expectations of
public market investors, which could negatively affect the market price of our
common stock. Furthermore, the stock market in general has experienced extreme
price and volume fluctuations in recent years. We believe that, in the future,
the market price of our common stock could fluctuate widely due to variations in
our performance and operating results or because of any of the following
factors:




•
announcements of new services, products, technological innovations, acquisitions
or strategic relationships by us or our competitors;


• trends
or conditions in the software, business process outsourcing and Internet
markets;


• changes
in market valuations of our competitors; and


15





• general
political, economic and market conditions.




In
addition, the market prices of securities of software and technology companies,
including our own, have been volatile and have experienced fluctuations that
have often been unrelated or disproportionate to a specific company's operating
performance. As a result, investors may not be able to sell shares of our common
stock at or above the price at which an investor purchase paid. In the past,
following periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against that
company. If any securities litigation is initiated against us, we could incur
substantial costs and our management's attention could be diverted from our
business.




Quarterly
and annual operating results may fluctuate, which could cause our stock price to
be volatile.




Our
quarterly and annual operating results may fluctuate significantly in the future
due to a variety of factors that could affect our revenues or our expenses in
any particular period. You should not rely on our results of operations during
any particular period as an indication of our results for any other period.
Factors that may adversely affect our periodic results may include the loss of a
significant account or accounts.




Our
operating expenses are based in part on our expectations of our future revenues
and are partially fixed in the short term. We may be unable to adjust spending
quickly enough to offset any unexpected revenue shortfall.




The
significant concentration of ownership of our common stock will limit an
investor's ability to influence corporate actions.




The
concentration of ownership of our common stock may limit an investor's ability
to influence our corporate actions and have the effect of delaying or deterring
a change in control of our company, could deprive our stockholders of an
opportunity to receive a premium for their common stock as part of a sale of our
company, and may affect the market price of our common stock. Certain major
stockholders, if they act together, are able to substantially influence all
matters requiring stockholder approval, including the election of all directors
and approval of significant corporate transactions and amendments to our
certificate of incorporation. These stockholders may use their ownership
position to approve or take actions that are adverse to interests of other
investors or prevent the taking of actions that are inconsistent with their
respective interests.




We are subject to compliance with
securities law, which exposes us to potential liabilities, including potential
rescission rights.




We have
offered and sold our common stock to investors pursuant to certain exemptions
from the registration requirements of the Securities Act of 1933, as well as
those of various state securities laws. The basis for relying on such exemptions
is factual; that is, the applicability of such exemptions depends upon our
conduct and that of those persons contacting prospective investors and making
the offering. We have not received a legal opinion to the effect that any of our
prior offerings were exempt from registration under any federal or state law.
Instead, we have relied upon the operative facts as the basis for such
exemptions, including information provided by investors themselves.




If any
prior offering did not qualify for such exemption, an investor would have the
right to rescind its purchase of the securities if it so desired. It is possible
that if an investor should seek rescission, such investor would succeed. A
similar situation prevails under state law in those states where the securities
may be offered without registration in reliance on the partial preemption from
the registration or qualification provisions of such state statutes under the
National Securities Markets Improvement Act of 1996. If investors were
successful in seeking rescission, we would face severe financial demands that
could adversely affect our business and operations. Additionally, if we did not
in fact qualify for the exemptions upon which it has relied, we may become
subject to significant fines and penalties imposed by the SEC and state
securities agencies.


16




The availability of a large number of
authorized but unissued shares of common stock may, upon their issuance, lead to
dilution of existing stockholders.




We are
authorized to issue 100,000,000 shares of common stock, $0.0001 par value per
share, of which, as of September 30, 2010, 28,061,200 shares of common stock
were issued and outstanding and 71,938,800 remain unissued. These shares may be
issued by our board of directors without further stockholder approval. The
issuance of large numbers of shares, possibly at below market prices, is likely
to result in substantial dilution to the interests of other stockholders. In
addition, issuances of large numbers of shares may adversely affect the market
price of our common stock.




Further,
our Certificate of Incorporation authorizes 1,000,000 shares of preferred stock,
$0.01 par value per share. The board of directors is authorized to provide for
the issuance of these unissued shares of preferred stock in one or more series,
and to fix the number of shares and to determine the rights, preferences and
privileges thereof. Accordingly, the board of directors may issue preferred
stock which convert into large numbers of shares of common stock and
consequently lead to further dilution of other shareholders.




We
do not intend to pay cash dividends in the foreseeable future




We
currently intend to retain all future earnings for use in the operation and
expansion of our business. We do not intend to pay any cash dividends in the
foreseeable future but will review this policy as circumstances
dictate.




There
is currently a very limited market for our securities and there can be no
assurance that anymore liquid market will ever develop.




There is
currently only a very limited trading market for our common stock and there is
currently only one market maker quoting our stock on the OTCBB. There can be no
assurance as to whether additional market makers will quote our stock or that an
orderly market will develop, (if ever) in our common stock.  As a result,
we expect that the price at which our stock trades is likely to fluctuate
significantly. Prices for our common stock will be determined in the marketplace
and may be influenced by many factors, including the depth and liquidity of the
market for shares of our common stock, developments affecting our business,
including the impact of the factors referred to elsewhere in these Risk Factors,
investor perception of us and general economic and market conditions. No
assurances can be given that an orderly or liquid market will ever develop for
the shares of our common stock. Owing to the anticipated low price of the
securities, many brokerage firms may not be willing to effect transactions in
the securities. See “Broker-dealers may be discouraged from effecting
transactions in our common stock because they are considered a penny stock and
are subject to the penny stock rules.”




Our
common stock is subject to the Penny Stock Regulations




Our
common stock and will likely be subject to the SEC's “penny stock” rules to the
extent that the price remains less than $5.00. Those rules, which require
delivery of a schedule explaining the penny stock market and the associated
risks before any sale, may further limit your ability to sell your
shares.




The SEC
has adopted regulations which generally define “penny stock” to be an equity
security that has a market price of less than $5.00 per share. Our common stock,
when and if a trading market develops, may fall within the definition of penny
stock and subject to rules that impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000, or annual incomes exceeding $200,000 or $300,000, together with
their spouse).




For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's prior written consent to the transaction. Additionally, for any
transaction, other than exempt transactions, involving a penny stock, the rules
require the delivery, prior to the transaction, of a risk disclosure document
mandated by the Commission relating to the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and, if the
broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
Consequently, the `penny stock` rules may restrict the ability of broker-dealers
to sell our common stock and may affect the ability of investors to sell their
common stock in the secondary market.


17




Our
common stock is illiquid and subject to price volatility unrelated to our
operations




The
market price of our common stock could fluctuate substantially due to a variety
of factors, including market perception of our ability to achieve our planned
growth, quarterly operating results of other companies in the same industry,
trading volume in our common stock, changes in general conditions in the economy
and the financial markets or other developments affecting our competitors or us.
In addition, the stock market is subject to extreme price and volume
fluctuations. This volatility has had a significant effect on the market price
of securities issued by many companies for reasons unrelated to their operating
performance and could have the same effect on our common stock.  Sales of
substantial amounts of common stock, or the perception that such sales could
occur, and the existence of convertible securities to purchase shares of common
stock at prices that may be below the then current market price of the common
stock, could adversely affect the market price of our common stock and could
impair our ability to raise capital through the sale of our equity
securities.




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS




None.




ITEM
      2.
            PROPERTIES.




Our
executive offices are located at 1840 Gateway Drive, Suite 200, Foster City, CA
94404 which we utilize on a rent-free basis pursuant to a verbal understanding
with Accelerated Venture Partners, LLC, one of our shareholders.




ITEM
      3.
            LEGAL
      PROCEEDINGS




As of
June 30, 2010, the Company was not a party to any pending or threatened legal
proceedings.




ITEM
      4.
            (REMOVED
      AND RESERVED)





PART
II.




ITEM
5.      MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES




Market
Price




The
Company became subject to Securities Exchange Act Reporting Requirements in
September 2008. The symbol "MKJI" is assigned for our securities. There has
never been any market for or trading in our stock. There can be no assurance
that a highly-liquid market for our securities will ever develop.





Options
and Warrants




None of
the shares of our common stock are subject to outstanding options or
warrants.


18




Status
of Outstanding Common Stock




As of
September 30, 2010, we had a total of 28,061,200 shares of our common stock
outstanding.  Of these shares, 20,077,832 are held by “affiliates” of the
Company and the remaining shares are either registered or  may be
transferred subject to the requirements of Rule 144.  We have not agreed to
register any additional outstanding shares of our common stock under the
Securities Act.




Holders




We have
issued an aggregate of 28,061,200 shares of our common stock to approximately 60
record holders.




Dividends




We have
not paid any dividends to date, and have no plans to do so in the immediate
future.




Recent
Sales of Unregistered Securities





None





Purchases
of Equity Securities




The
Company has never purchased nor does it own any equity securities of any other
issuer.




ITEM
6.     SELECTED FINANCIAL DATA





Year
      Ended
                  
                  6/30/2010
                  
                  
                  6/30/2009Revenues
                  
                  
                  750
                  
                  
                  
                  1,740,449Net
      Loss
                  
                  
                  (762,654
                  )
                  
                  
                  (87,875
                  )Net
      loss per share
                  
                  
                  (0.03
                  )
                  
                  
                  (0.00
                  )Weighted
      average no shares
                  
                  
                  28,115,930
                  
                  
                  
                  26,000,000Stockholders'
      deficit
                  
                  
                  1,987,611
                  
                  
                  
                  1,192,928Total
      assets
                  
                  
                  18,818
                  
                  
                  
                  63,623Total
      liabilites
                  
                  
                  2,006,429
                  
                  
                  
                  1,256,551




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION




The
following discussion should be read in conjunction with our financial statements
and the notes thereto.




SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND USE OF TERMS




This
annual report contains forward-looking statements, which reflect our views with
respect to future events and financial performance.  These forward-looking
statements are subject to certain uncertainties and other factors that could
cause actual results to differ materially from such statements.  These
forward-looking statements are identified by, among other things, the words
“anticipates”, “believes”, “estimates”, to expects”, “plans”, “projects”,
“targets” and similar expressions.  Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date the statement was made.  We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


19





Except as
required by law, we assume no obligation to update any forward-looking
statements publicly, or to update the reasons actual results could differ
materially from those anticipated in any forward-looking statements, even if new
information becomes available in the future. Except as otherwise indicated by
the context, references in this report to:




Overview





Our
Background and History





Business of
Mikojo.





Mikojo
Pty. Ltd., an Australian corporation (“Mikojo (Aust)”), was founded in
2007.  In 2008, Mikojo (Australia) launched a federated Internet search
engine and has entered into a Search Distribution Agreement (“SDA”) with
InfoSpace Europe Limited (“InfoSpace”) wherein InfoSpace has agreed to permit
Mikojo (Aust) to incorporate certain search content and services into Mikojo
(Aust)’s website.  InfoSpace is a distributor of Google web content and has
certain proprietary metasearch technology that combines the top results from the
leading search engines (such as Google and YaHoo).  Pursuant to the terms
of the SDA, Mikojo (Aust) utilizes this search technology on its Mikojo.com
website and has a revenue sharing agreement with respect to advertising revenues
which are developed through its website.  InfoSpace has established
long-term advertising distribution contracts with various companies, including
Google, Inc. and also has strategic advertising partnerships with MicroSoft,
Yahoo, LookSmart and others.




On March
17, 2009, Mikojo (Aust) contributed all of its assets, including but not limited
to its rights under the SDA, to Mikojo.  Thereafter, Mikojo began
generating cash flows pursuant to the terms of the SDA.  Essentially, by
indirectly acting as a distributor of advertising links originated by Google,
Mikojo is compensated by InfoSpace based on the revenues it receives from Google
calculated based on an “clicks” on such advertising generated through the Mikojo
website. Mikojo then, in turn, may provide the click to other third party search
engines (for example, YaHoo), for which it would also receive credit toward the
generation of additional revenues.





Mikojo’s
only current customer is InfoSpace, which client relationship is governed by the
SDA.  The SDA has a three-year term expiring on March 1, 2012 and is
exclusive for that period.  Mikojo has negotiated certain similar
agreements with YaHoo, Inc., Looksmart, Ltd., and others., however, due to the
aforementioned exclusivity agreement with InfoSpace, such other agreements will
be utilized only if the agreement with InfoSpace is terminated.




LOBIS,
Inc., a Delaware corporation (“LOBIS”), was formed in 2008 for the purpose of
acquiring certain assets and patented technology from Computing Services Support
Solutions, Inc. (“C3S”).  Pursuant to the terms of an Asset and Patent
Purchase Agreement (“LOBIS APA”) with C3S, LOBIS agreed to acquire
C3S’TriggerWareTM Server and Software (which is covered by US Patent No.
6,629,106 B1), subject to the terms and conditions of that agreement. A more
detailed description of the TriggerWareTM software is in Management’s Discussion and
Analysis or Plan of Operation, below.  On March 17, 2009, LOBIS
contributed all of its assets and Mikojo assumed all of LOBIS’ liabilities,
including LOBIS’ rights and responsibilities under the LOBIS APA. 
Ownership of the patent for the TriggerWareTM technology remains vested in C3S
until certain additional payments are made to C3S pursuant to the terms of the
LOBIS APA.




Mikojo’s
mission is bring together the Internet distribution contracts owned by Mikojo
(Aust) and the rights related to the TriggerWareTM technology owned by LOBIS to
develop and provide the best possible search engine user experience on the
Internet by revolutionizing Internet search and decision-making and providing
users with a simple interface to retrieve decision-enabling, semantics-based
information in real-time.


20




Background of
Transaction.




Mikojo
Incorporated, a Delaware corporation (“Mikojo”) was formed on February 20, 2009
to enter into asset contribution transactions with Mikojo (Aust) and
LOBIS.  On March 2, 2009, Mikojo issued 2,000,000 shares of its common
stock par value $0.0001 to its founder, Accelerated Venture Partners, LLC for a
total consideration of $200.00.  Pursuant to the terms of a Contribution to
Controlled Corporation Agreement between Mikojo and Mikojo (Aust) and LOBIS and
separate Common Stock Purchase Agreements between Mikojo and Mikojo (Aust) and
LOBIS, respectively (all agreements dated as of March 17, 2009), Mikojo (Aust)
and LOBIS agreed to contribute all of their assets to Mikojo Incorporated and
Mikojo Incorporated agreed to assume all liabilities of Mikojo (Aust) and LOBIS
as consideration for the purchase of an aggregate of 24,000,000 common shares of
Mikojo (each party received 12,000,000 common shares), with a stated face value
of $0.0001 per share.  These shares were then distributed to the
shareholders of Mikojo (Aust) and LOBIS, respectively, on a pro-rata
basis.  The principal asset contributed by Mikojo (Aust) was its SDA with
InfoSpace, Inc.  The principal asset contributed by LOBIS was its rights
pursuant to the LOBIS APA (principally its rights relative to the TriggerWareTM
Server and Software).  Subsequently, Mikojo engaged Clifton Gunderson LLP,
an independent valuation firm, to perform a valuation engagement and provide
conclusions of value and a detailed report to assist Mikojo’s management in the
determination of the fair value of the assets being contributed by Mikojo (Aust)
into Mikojo pursuant to Statement of Financial Accounting Standards No. 141(R),
Business Combinations, (“SFAS 141(R)”), and Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”) as of March
17, 2009.  Mikojo did not cause an independent analysis to be performed
with respect to the assets contributed by LOBIS.





Thereafter,
pursuant to the terms of the Merger Agreement, on July 20, 2009 Merger Sub
merged with and into Mikojo, with Mikojo remaining as the surviving corporation
with the stockholders of Mikojo exchanging all of their stock in Mikojo for a
total of 26,000,000 shares of common stock of LG.   Immediately prior
to the Merger, certain existing shareholders of LG tendered a total of
29,360,500 shares of LG’s common stock to the company for cancellation, leaving
1,530,600 issued and outstanding LG common shares including 1,000,000 shares of
Common Stock which were escrowed pursuant to the promissory notes issued by the
Company.  As a result, following the Merger LG had 27,530,000 shares of its
common stock issued and outstanding, of which 98% were held by the former
shareholders of Mikojo. Following the closing of the Merger, LG’s name will be
changed to Mikojo Incorporated  Upon completion of the Merger, we adopted
Mikojo’s business plan.





On
September 11, 2009, LG completed a merger with and into its wholly-owned
subsidiary, Mikojo Incorporated, a Delaware corporation , which resulted in (a)
a change of domicile of the Company from the State of Colorado to the
State of Delaware; (b) a change of the name of the company from LG Holding
Corporation to Mikojo Incorporated; (c) the right of each holder of the
Company’s common shares to receive one (1) share of Mikojo Incorporated common
stock, par value $0.0001 per share,  for each one (1) share of the common
stock of LG Holding Corporation, par value $0.001 per share, owned by the holder
as of the effective time of the Merger; (d) the persons presently serving as the
Company’s executive officers and directors serving in their same respective
positions with Mikojo; and (e) the adoption of Mikojo’s Certificate of
Incorporation under the laws of the State of Delaware, pursuant to which our
authorized capital stock will be 100,000,000 shares, consisting of 100,000,000
shares of common stock, par value $0.0001 per share and no preferred stock
and  the adoption of new Bylaws under the laws of the State of
Delaware.




In
connection with the merger, Mikojo agreed to pay certain prior shareholders of
LG an aggregate of $400,000 for expenses incurred in connection with the merger
transaction and cancellation of certain previously outstanding LG shares as
detailed above.  In this connection, Mikojo paid a non-refundable fee of
$25,000 with the balance due of $375,000 to be paid to such shareholders within
90 days of the closing of the merger and evidenced by a promissory note or notes
in favor of such shareholders. Should the $375,000 payment not be made within
120 days of the merger closing, Mikojo agreed to pay a $100,000 penalty
increasing the amount due to $475,000. Furthermore if the payment (including
penalty) is not paid within 150 days of the merger closing, the noteholder(s)
have an option to convert the note(s) pro rata into an aggregate of 1,000,000
shares of he surviving company’s common stock.  As of September 30, 2010,
no payment has been made on the promissory note,


21




Ultimately,
it is Mikojo’s plan to develop the commercialization of its TriggerWare software
as a pioneering semantics-based search software vehicle, while continuing to
generate cash flow from Internet advertising, as further described herein. The
Company did not have any meaningful operations in its fiscal year ended June 30,
2010 due to a lack of funding.





Critical Accounting Policies and
Estimates





The
discussion and analysis of our financial condition and results of operations is
based upon our financial statements which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets and liabilities. Currently, our only
estimate is that of depreciation expense. We base our estimates on historical
experience and on other assumptions that we believes to be reasonable under the
circumstances, the results of which form our basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.





Going
Concern





Our
independent auditors have added an explanatory paragraph to their audit issued
in connection with the financial statements for the period ended June 30, 2010,
relative to our ability to continue as a going concern. This means that there is
substantial doubt that we can continue as an ongoing business for the next 12
months. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our business. 
Because our auditors have issued a going concern opinion, there is substantial
uncertainty we will continue operations in which case you could lose your
investment. Because our auditors have issued a going concern opinion, there is
substantial uncertainty we will continue operations. We will need to raise
additional investment capital to fund our operations beyond that date and until
we can operate on a cash flow positive basis. There is no guarantee that we will
be able to obtain such additional funding or that any funding will be offered on
terms and conditions which are acceptable to us.





Fair Values of
Financial Instruments





At June
30, 2010, fair values of cash and cash equivalents, accounts receivable,
accounts payable, accrued expenses and notes payable approximate their carrying
amount due to the short period of time to maturity.





Property and
equipment





We record
property and equipment at cost and calculate depreciation using the
straight-line method over the estimated useful life of the assets, which is
estimated to be three years. Expenditures for maintenance and repairs, which do
not improve or extend the expected useful life of the assets, are expensed to
operations while major repairs are capitalized. The gain or loss on disposal of
property, plant and equipment is the difference between the net sales proceeds
and the carrying amount of the relevant assets, and, if any, is recognized in
the statements of operations.


22




Stock-based
compensation




As of
January 1, 2006, SFAS No. 123R, Share-Based Payment, became
effective for all companies and addresses the accounting for share-based payment
transactions. SFAS No. 123R eliminates the ability to account for
share-based compensation transactions using APB No. 25, and generally
requires instead that such transactions be accounted and recognized in the
statement of operations based on their fair value. We have never implemented a
stock option plan nor have we ever issued stock in lieu of compensation to
anyone. As such, this pronouncement has no impact on these financial statements
but its provisions will apply to the extent we engage in such activities in the
future.




Results
of Operations




Year 
Ended June 30, 2009 Compared to Year Ended June 30, 2008.




The
following table summarizes the results of our operations during the year ended
June 30, 2009, and 2008 and provides information regarding the dollar and
percentage increase or (decrease) from the year ended June 30, 2009 to the same
period of 2008.




6/30/10
                
                
                6/30/2009
                
                
                Increase
                  (Decrease)
                
                
                Percentage
                  Increase
                  (Decrease)Revenues
                
                
                750
                
                
                
                1,740,449
                
                
                
                (1,739,699
                )
                
                
                (99.9
                )%Cost
      of Services
                
                
                0
                
                
                
                1,608,552
                
                
                
                (1,608,552
                )
                
                
                (100
                )%Selling,
      General and Administrative Expense
                
                
                708,157
                
                
                
                1,414,121
                
                
                
                (705,964
                )
                
                
                (49.9
                )%Interest
      expense
                
                
                47,033
                
                
                
                1,750
                
                
                
                45,283
                
                
                
                2500
                %Depreciation
      & amortization
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Interest
      income & other
                
                
                (8,214
                )
                
                
                131,324
                
                
                
                139,538
                
                
                
                (106
                )%Net
      income (loss)
                
                
                (762,654
                )
                
                
                (1,154,965
                )
                
                
                (392,311
                )Earnings
      (Loss) per common share
                
                
                (.03
                )
                
                
                (.04
                )




We had
revenues of $750 for the year ended June 30, 2010, compared to revenues of
$1,740,449 during the same period in 2009.  Our revenues decreased in the
year ended June 30, 2010 primarily due to the lack of operating capital to
finance advertising.





Our cost
of services for the year ended June 30, 2010was $0.00 as compared to $1,608,552
during the same period in 2009.  This decrease is primarily the result of
the lack of any meaningful sales in the year ended June 30, 2010.





Selling,
general and administrative expenses increased decreased by $[amount] or
[amount]%, to $708,157 in the year ended June 30, 2010 compared to $1,414,121 in
the same period in 2009. The decrease is primarily due to a lack of operations
in the year ended June 30, 2010.





Interest
expense for the year ended June 30, 2010 was 47,033 and interest expense in the
same period of 2009 was $1,750.  Interest expense increased in the year
ended June 30, 2010 mainly due to increased borrowings.




During
the year ended June 30, 2010 we incurred a net loss of $(762,654) compared with
$(1,154,965) for the same period in the prior year.  The increase in our
loss is primarily due to a lack of operations in the year ended June 30,
2010.





Loss per
common share for the year ended June 30, 2010 was $(0.03) as compared to a loss
of $(.04) during the same period of 2009.


23


Cash
Flow Items
 The
following table provides the statements of net cash flows for the year ended
June 30, 2010 and June 30, 2009:





Year Ended June 30,2010
                
                
                2009Net
      Cash Provided By (used in) Operating Activities
                
                
                (80,560
                )
                
                
                (36,487
                )Net
      Cash Used in Investing Activities
                
                
                -
                
                
                
                -Net
      Cash Provided by Financing Activities
                
                
                74,052
                
                
                
                (9,504
                )Net
      Increase (decrease)  in Cash and Cash Equivalents
                
                
                (6,507
                )
                
                
                (9,777
                )Cash
      and Cash Equivalents - Beginning of Period
                
                
                7,003
                
                
                
                16,781Cash
      and Cash Equivalents - End of Period
                
                
                496
                
                
                
                7,003





We used
$80,560 of cash from our operating activities during the year ended June 30,
2010 as compared to $36,487 cash used during the year ended June 30, 2009.
 The difference is principally attributable to the lack of meaningful
operations in the year ended June 30, 2010.





We used
$0.00 in cash from our investing activities during the year ended June 30, 2010,
as compared to $0.00 used in the prior year ending June 30, 2009.




We
provided a net $74,052 from financing activities during the year ended June 30,
2010 as compared to a use of 9,504 during the year ended June 30, 2009.
 The change is primarily due to increased shareholder loans and issuance of
shares for services in the year ended June 30, 2010.





Balance Sheet
Items




As of
June 30, 2010, we had total current assets of $14,964, as compared to $41,466 as
of June 30, 2009.  Our total assets as of June 30, 2010 were $18,818 as
compared to $45,320 as of June 30, 2009.  We had total current liabilities
of $2,006,429 as of June 30, 2010 as compared to $1,256,551 as of June 30,
2009.




As of
June 30, 2010, our total Stockholders’ Deficit was $1,987,611 as compared to
$1,211,232 at June 30, 2009.





Liquidity
and Capital Resources




As of
June 30, 2010, we had $496 cash, a working capital deficit of$1,991,465 and an
accumulated deficit of $1,512,611 through June 30, 2010.  Our operating
activities used $80,560 in cash for the fiscal year period ended June 30,
2010.




Management
believes that the Company will require a significant cash infusion over the next
twelve months.  Historically, we have depended on loans from our principal
shareholders and their affiliated companies to provide us with working capital
as required.  There is no guarantee that such funding will be available
when required and there can be no assurance that our stockholders, or any of
them, will continue making loans or advances to us in the future.





We
believe that the level of financial resources is a significant factor for our
future development, and accordingly we may choose at any time to raise capital
through private debt or equity financing to strengthen its financial position,
facilitate growth and provide us with additional flexibility to take advantage
of business opportunities. However, we do not have immediate plans to have a
public offering of our common stock.  There is no guarantee that any of
these efforts to raise capital will be successful.





Loans
Payable and Notes Payable




Loans
Payable to shareholders consist of $27,543 in loans made by an officer and
shareholder of the Company to the Company. These loans bear no interest, are
unsecured and due and payable upon demand. Notes Payable comprise $475,000 face
amount owing to certain former shareholders and $1,250,000 payable to Computing Services Support
Solutions, Inc.


24





Long-Term
Debt





None.





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.





Seasonality




Our
operating results are not affected by seasonality.




Inflation




Our
business and operating results are not affected in any material way by
inflation.




ITEM 7A.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
RISK




As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.




ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA




Set forth
below are the audited financial statements for the Company as of and for the
fiscal years ended June 30, 2010 and 2009 and the report thereon of Paritz &
Co., P.A.


25





MIKOJO
INCORPORATED





FINANCIAL
STATEMENTS





INDEX





Page NumberINDEPENDENT
      AUDITORS' REPORT
                F-1FINANCIAL
      STATEMENTS:Balance
      Sheets at June 30, 2010 and June 30, 2009
                F-2Statement
      of Operations for the years ended June 30, 2010 and June 30,
      2009
                F-3Statement
      of Stockholders' Deficiency through the year ended June 30,
      2010
                F-4Statement
      of Cash Flows for the years ended June 30, 2010 and 2009
                F-5Notes
      to Financial Statements for period ended June 30, 2010
                F-6
      to F-16


26





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





The Board
of Directors and Shareholders


MIKOJO
INCORPORATED:





We have
audited the accompanying balance sheet of MIKOJO INCORPORATED as of June 30,
2010 and 2009, and the related statements of operations, changes in
shareholders’ equity (deficit), and cash flows for the years ended June 30, 2010
and 2009.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on these
financial statements based on our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of MIKOJO INCORPORATED as of June 30,
2010 and 2009, and the results of its operations and its cash flows for the
years ended June 30, 2010 and 2009 in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has incurred operating losses since inception and has a
net capital deficit at June 30, 2010, which raises substantial doubt about its
ability to continue as a going concern.  Management’s plan in regard to
these matters is also discussed in Note 1.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.




/s/
Paritz & Co.





Paritz
& Co.


Hackensack,
NJ


November 22, 2010




F-1




MIKOJO
INCORPORATED


Consolidated
Balance Sheets


(audited)





June 30, 2010
                          
                          
                          June 30, 2009ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                          
                          $
                          496
                          
                          
                          $
                          7,003Deposits
                          
                          
                          14,468
                          
                          
                          
                          34,463Total
      Current Assets
                          
                          
                          14,964
                          
                          
                          
                          41,466PROPERTY
      AND EQUIPMENT, net
                          
                          
                          -
                          
                          
                          
                          -OTHER
      ASSETSOther
      sundry current assets
                          
                          
                          3,854
                          
                          
                          
                          3,854TOTAL
      ASSETS
                          
                          $
                          18,818
                          
                          
                          $
                          45,320LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
                          
                          $
                          206,853
                          
                          
                          $
                          -Accrued
      expense
                          
                          
                          47,033
                          
                          
                          
                          -Notes
      payable
                          
                          
                          1,725,000
                          
                          
                          
                          1,250,000Notes
      payable-shareholders
                          
                          
                          27,543
                          
                          
                          
                          6,551TOTAL
      CURRENT LIABILITIES
                          
                          
                          2,006,429
                          
                          
                          
                          1,256,551STOCKHOLDERS'
      DEFICIENCYCommon
      stock, $0.0001 par value, 100,000,000 shares authorized, 28,061,200 and
      26,000,000 shares issued and outstanding at June 30, 2010 and June 30,
      2009, respectively
                          
                          
                          2,806
                          
                          
                          
                          2,600Additional
      paid-in capital
                          
                          
                          461,068
                          
                          
                          
                          -Accumulated
      Deficit
                          
                          
                          (2,009,815
                          )
                          
                          
                          (1,247,161
                          )Accumulated
      other comprehensive income or (loss)
                          
                          
                          33,330
                          
                          
                          
                          33,330Less: 
      Treasury Stock
                          
                          
                          (475,000
                          )Total
      Stockholders' Deficiency
                          
                          
                          (1,987,611
                          )
                          
                          
                          (1,211,232
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                          
                          $
                          18,818
                          
                          
                          $
                          45,320





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


F-2





MIKOJO
INCORPORATED


Consolidated
Statements of Operations


(Audited)





For the year ended
                          June 30, 2010
                        
                        
                        For the year ended
                          June 30, 2009SALES
                        
                        $
                        750
                        
                        
                        $
                        1,929,265COST
      OF SALES
                        
                        
                        -
                        
                        
                        
                        924,380Gross
      Profit:
                        
                        $
                        750
                        
                        
                        $
                        1,004,886EXPENSESGeneral
      and Administrative Expenses
                        
                        $
                        708,157
                        
                        
                        $
                        955,320Write-off
      of acquired in process research and development cost
                        
                        
                        -
                        
                        
                        
                        1,250,000Depreciation
      expense
                        
                        
                        -
                        
                        
                        
                        5,222LOSS
      FROM OPERATIONS
                        
                        $
                        (707,407
                        )
                        
                        $
                        (1,205,656
                        )OTHER
      INCOME (EXPENSES)Interest
      income (expense)
                        
                        
                        (47,033
                        )
                        
                        
                        (1,750
                        )Write-off
      due from parent
                        
                        
                        (8,214
                        )
                        
                        
                        -Net
      Loss
                        
                        $
                        (762,654
                        )
                        
                        $
                        (1,205,406
                        )Other
      Comprehensive Income (Loss)
                        
                        $
                        -
                        
                        
                        $
                        33.330
                        )Comprehensive
      Loss
                        
                        $
                        (762,654
                        )
                        
                        $
                        (1,171,193
                        )PER
      SHARE DATA:Basic
      loss per common share
                        
                        $
                        (0.03
                        )
                        
                        $
                        (0.05
                        )Weighted
      Average Common Shares Outstanding
                        
                        
                        28,115,930
                        
                        
                        
                        26,000,000





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


F-3


MIKOJO
INCORPORATED


Consolidated
Statements of Stockholders' Deficiency


(audited)





Common
                                Shares
                              
                              
                              Common
                                Stock
                              
                              
                              AdditionalPaid-
                                inCapital
                              
                              
                              Accumulated
                                Deficit
                              
                              
                              Accumulated
                                Other Comp.
                                Income
                              
                              
                              Total
                                Stockholders'
                                DeficiencyBalance,
      July 1, 2007
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Sale
      of common stock
                              
                              
                              26,000,000
                              
                              
                              
                              2,600
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,600Net
      loss for the year ended June 30, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (39,755
                              )
                              
                              
                              -
                              
                              
                              
                              (39,755
                              )Foreign
      currency translation adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (2,884
                              )
                              
                              
                              (2,884
                              )Balance—June
      30, 2008
                              
                              
                              26,000,000
                              
                              
                              $
                              2,600
                              
                              
                              
                              -
                              
                              
                              $
                              (39,755
                              )
                              
                              $
                              (2,884
                              )
                              
                              $
                              (40,039
                              )Net
      loss for the year ended June 30, 2009
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,207,406
                              )
                              
                              
                              -
                              
                              
                              
                              (1,207,406
                              )Foreign
      currency translation adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              33,330
                              
                              
                              
                              33,330Balance,
      June 30, 2009
                              
                              
                              26,000,000
                              
                              
                              $
                              2,600
                              
                              
                              $
                              -
                              
                              
                              $
                              (1,247,160
                              )
                              
                              $
                              33,330
                              
                              
                              $
                              (1,211,232
                              )Shares
      issued on merger
                              
                              
                              1,530,600
                              
                              
                              
                              153
                              
                              
                              
                              8,061
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              8,214Share-based
      compensation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              400,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              400,000Shares
      issued for services
                              
                              
                              530,600
                              
                              
                              
                              53
                              
                              
                              
                              53,007
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              53,060Net
      loss for year ended June 30, 2010
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (762,654
                              )Balance,
      June 30, 2010
                              
                              
                              28,061,200
                              
                              
                              
                              2,806
                              
                              
                              
                              461,068
                              
                              
                              
                              (2,009,815
                              )
                              
                              
                              33,330
                              
                              
                              
                              (1,512,611
                              )





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


F-4


MIKOJO
INCORPORATED
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (audited)




For the year
                                ended June 30,
                                2010
                              
                              
                              For the year
                                ended June 30,
                                2009OPERATING
      ACTIVITIESNet
      Loss
                              
                              $
                              (762,654
                              )
                              
                              $
                              (1,207,406
                              )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activitiesDepreciation
                              
                              
                              -
                              
                              
                              
                              5,222Note
      payable
                              
                              
                              -
                              
                              
                              
                              1,250,000Changes
      in operating assets and liabilitiesAccounts
      receivable
                              
                              
                              -
                              
                              
                              
                              38,148
                              )Deposits
                              
                              
                              19,996
                              
                              
                              
                              (34,463Subscription
      receivable
                              
                              
                              -
                              
                              
                              
                              2,504
                              )Tax
      receivable
                              
                              
                              -
                              
                              
                              
                              1,187
                              )Share-based
      compensation
                              
                              
                              400,000
                              
                              
                              
                              -Accounts
      payable
                              
                              
                              206,852
                              
                              
                              
                              (68,843Accrued
      expense
                              
                              
                              47,033
                              
                              
                              
                              (22,836Net
      cash provided by (used in) operating activities
                              
                              $
                              (80,560
                              )
                              
                              $
                              (36,487INVESTING
      ACTIVITIESPurchase
      of property and equipment
                              
                              $
                              -
                              
                              
                              $
                              -
                              )Net
      Cash provided by (used in) Investing activities
                              
                              $
                              -
                              
                              
                              $
                              -
                              )FINANCING
      ACTIVITIESLoans
      (Repayments)—shareholders
                              
                              $
                              20,992
                              
                              
                              $
                              (9,504Notes
      Payable
                              
                              
                              475,000Issuance
      of stock for services
                              
                              
                              53,060Less:
      Treasury Stock
                              
                              
                              (475,000
                              )
                              
                              
                              -Net
      Cash provided by (used in) Financing Activities
                              
                              $
                              74,052
                              
                              
                              $
                              (9,504
                              )Effect
      of exchange rate changes on cash and cash equivalents
                              
                              $
                              -
                              
                              
                              $
                              33,330NET
      INCREASE (DECREASE) IN CASH
                              
                              $
                              (6,507
                              )
                              
                              $
                              (9,778CASH
      AT BEGINNING OF PERIOD
                              
                              $
                              7,003
                              
                              
                              
                              16,781CASH
      AT END OF PERIOD
                              
                              $
                              496
                              
                              
                              $
                              7,003SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Paid For:
                              
                              $
                              -
                              
                              
                              $
                              -Interest
      expense
                              
                              $
                              -
                              
                              
                              $
                              -Income
      TaxesNon
      Cash Financing Activities:Note
      issued in connection with merger
                              
                              $
                              475,000
                              
                              
                              
                              -Notes
      payable issued in exchange for acquired in process research and
      development costs
                              
                              $
                              -
                              
                              
                              $
                              1,250,000





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


F-5




MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





1
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





Business Description





Mikojo
Incorporated, a Delaware corporation (“Mikojo”) was formed on February 20, 2009
to enter into asset contribution transactions with Mikojo (Aust) Pty. Ltd., an
Australian entity and LOBIS, Inc.  On March 2, 2009, Mikojo issued
2,000,000 shares of its common stock par value $0.0001 to its founder,
Accelerated Venture Partners, LLC for a total consideration of
$200.00.  Pursuant to the terms of a Contribution to Controlled
Corporation Agreement between Mikojo and Mikojo (Aust) and LOBIS and separate
Common Stock Purchase Agreements between Mikojo and Mikojo (Aust) and LOBIS,
respectively (all agreements dated as of March 17, 2009), Mikojo (Aust) and
LOBIS agreed to contribute all of their assets to Mikojo Incorporated and Mikojo
Incorporated agreed to assume all liabilities of Mikojo (Aust) and LOBIS as
consideration for the purchase of an aggregate of 24,000,000 common shares of
Mikojo (each party received 12,000,000 common shares), with a stated face value
of $0.0001 per share.  These shares were then distributed to the
shareholders of Mikojo (Aust) and LOBIS, respectively, on a pro-rata
basis.  The principal asset contributed by Mikojo (Aust) was an
agreement with InfoSpace, Inc.  The principal asset contributed by
LOBIS was certain contract rights with respect to the acquisition of certain
intellectual property owned by a third party.





Use of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.





Cash and cash
equivalents





The
Company maintains cash balances at various financial institutions. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation up to
$100,000. The Company’s accounts at these institutions may, at times, exceed the
federally insured limits. The Company has not experienced any losses in such
accounts. Cash equivalents consist primarily of money market
funds.


F-6





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





1
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CON’T)





Revenue
recognition





Revenue
is recognized on a monthly basis as realized and earned, on an accrual basis.
Revenue recognized to date is composed primarily of advertising revenue for
advertisements placed through the Company’s web site.





Property
and Equipment





Property
and equipment are recorded at cost. Depreciation is recognized for financial
reporting purposes on the straight-line method in amounts sufficient to amortize
the cost of the related asset over its estimated useful life.





Maintenance,
repairs and minor renewals are charged to expense when incurred. Replacements
and major renewals are capitalized.





Research and Development





The Company charges all research and
development costs to expense as incurred.





Recent Accounting
Pronouncements





In June
2009, the FASB issued guidance now codified in FASB Accounting Standards
Codification ("ASC") Topic 105, Generally Accepted Accounting Principles, as the
single source of authoritative nongovernmental GAAP. FASB ASC Topic 105 does not
change current GAAP, but is intended to simplify user access to all
authoritative GAAP by providing all authoritative literature related to a
particular topic in one place. All existing accounting standard documents have
been superseded and all other accounting literature not included in the FASB
Codification is now considered non-authoritative. These provisions of FASB ASC
Topic 105 are effective for interim and annual periods ending after September
15, 2009 and, accordingly, are effective for the Company for the current fiscal
reporting period. The adoption of this guidance did not have an impact on the
Company’s financial condition or results of operations, but impacted its
financial reporting process by eliminating all references to pre-codification
standards. On the effective date of this guidance, the Codification superseded
all then-existing non-SEC accounting and reporting standards, and all other
non-grandfathered, non-SEC accounting literature not included in the
Codification became non-authoritative.




In August
2009, the FASB issued an updated Accounting Standards Update ("ASU") regarding
fair value measurements and disclosures. The guidance provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, an entity is required to measure fair
value using certain prescribed valuation techniques. The amendments in the
pronouncements were effective for the Company’s
first quarter of fiscal 2010. The adoption of this guidance did not have a
material impact on the Company’s financial position or results of
operations.


F-7





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





1
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CON’T)





In
January 2010, the FASB authoritative guidance regarding “Improving Disclosures
about Fair Value Measurements”. The guidance provides amendments to literature
on fair value measurements and disclosures currently within the ASC by
clarifying certain existing disclosures and requiring new disclosures for the
various classes of fair value measurements. It is effective for interim and
annual periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances, and settlements in the roll forward of
activity in Level 3 fair value measurements, which are effective for fiscal
years beginning after December 15, 2010, and for interim periods within those
fiscal years. The adoption of this guidance is not expected to have a material
impact on the Company’s financial position or results of
operations.




In
February 2010, the FASB amended certain authoritative guidance on Amendments to
Certain Recognition and Disclosure Requirements for Subsequent Events. The
guidance addresses both the interaction of the requirements of Subsequent
Events, with the SEC’s reporting requirements and the intended breadth of the
reissuance disclosures provision related to subsequent events, potentially
changing reporting by both private and public entities depending on the facts
and circumstances surrounding the nature of the change. All of the amendments
are effective upon issuance of the final update, except for the use of the
issued date for conduit debt obligors which is effective for interim and annual
periods ending after June 15, 2010. The adoption of this guidance did not have a
material impact on the Company’s financial position or results of
operations.




In April
2010, the FASB issued authoritative guidance on Stock Compensation and its
Effect of Denominating the Exercise Price of a Share-Based Payment Award in the
Currency of the Market in Which the Underlying Equity Security
Trades.  The guidance provides amendments to clarify that an employee
share-based payment award with an exercise price denominated in the currency of
a market in which a substantial portion of the entity’s equity securities trades
should not be considered to contain a condition that is not a market,
performance, or service condition. Therefore, an entity would not classify such
an award as a liability if it otherwise qualifies as the adoption of this
guidance is not expected to have a material impact on the Company’s financial
position or results of operations.


F-8





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





2
            GOING
      CONCERN





The accompanying financial
statements have been prepared in conformity with generally accepted accounting
principle, which contemplate continuation of theCompany as a going
concern.  However, The Company has a negative net working capital of
US$142,977 as of June 30, 2010 and a net loss of $31,470 and $32,520 for the
year ended June 30, 2010 and 2009 respectively.  The Company currently
has limited liquidity, and has not completed its efforts to establish a
stabilized source of revenues sufficient to cover operating costs over an
extended period of time.





Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses.  The Company
intends to position itself so that it may be able to raise additional funds
through the capital markets. In light of management’s efforts, there are no
assurances that the Company will be successful in this or any of its endeavors
or become financially viable and continue as a going concern.





3
            NOTES
      PAYABLE—SHAREHOLDERS (RELATED PARTY
  TRANSACTIONS)





As of
June 30, 2010, certain shareholders of the Company provided loans to the Company
for operating purposes. Such loans aggregated $27,543 at June 30,
2010.  These advances are payable on demand and are non-interest
bearing.  See also Note 5, Commitments and Contingencies.




4
            NOTES
      PAYABLE





Notes
payable comprise (a) Notes in the aggregate face amount of $475,000 payable to
certain shareholders of LG Holding Corporation which were issued in
consideration of the Company's redemption of 29,360,500 shares of the Company's
Common Stock.  Since the Notes were not repaid within 150 days of July
20, 2009, the noteholder(s) received 1,000,000 additional shares of Mikojo
Incorporated Common Stock, and (b) a Note in the face amount of $1,250,000
payable to Computing Services Support Solutions, Inc. ("C3S") pursuant to the
terms of an agreement dated as of September 22, 2008 by and between LOBIS, Inc.
and C3S.  Payments under the note are conditioned on the Company
completing a financing.


F-9





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





5
            COMMITMENTS
      AND CONTINGENCIES





1)           Effective
September 22, 2008, LOBIS entered into a Consulting Services Agreement with
Accelerated Venture Partners LLC, a company controlled by Timothy J.
Neher.  The agreement requires AVP to provide LOBIS with certain
financial advisory services in consideration of cash compensation at a rate of
$65,000 per month.  The payment of such compensation is subject to the
company's achievement of certain designated milestones detailed in the agreement
and a company option to make a lump sum payment to AVP in lieu of all amounts
payable thereunder.  This agreement has been assumed by the
Company.





2)           Effective
February 12, 2009, Mikojo (Aust) entered into a Consulting Services Agreement
with Accelerated Venture Partners LLC, a company controlled by Timothy J.
Neher.  The agreement requires AVP to provide Mikojo (Aust) with
certain financial advisory services in consideration of (a) an option granted by
the company to AVP to purchase up to ten percent of the company at a price of
$0.0001 per share subject to a repurchase option granted to the company to
repurchase the shares in the event the company fails to complete funding as
detailed in the agreement and (b) cash compensation at a rate of $150,000 per
month (not to exceed $3,000,000 in the aggregate).  The payment of
such compensation is subject to the company's achievement of certain designated
milestones detailed in the agreement and a company option to make a lump sum
payment to AVP in lieu of all amounts payable thereunder.  This
agreement has been assumed by the Company.





3)           On
October 6, 2008, LOBIS entered into an employment agreement with Dr. K.
Narayanaswamy to act as the company's Chief Technology Officer for an "at will"
term at a base salary of $250,000 per year, commencing the completion of the
company's first financing.  LOBIS also agreed that senior management
of the company would recommend to the company's board of directors that the
company options to Dr. Narayanaswamy to purchase up to 1,000,000 shares of the
company's common stock pursuant to the terms detailed in the employment
agreement. LOBIS' obligations under this employment agreement have been assumed
by the Company.





4)           On
October 6, 2008, LOBIS entered into an employment agreement with Dr. Donald
Cohen to act as the company's Chief Scientist for an "at will" term at a base
salary of $250,000 per year, commencing the completion of the company's first
financing.  LOBIS also agreed that senior management of the company
would recommend to the company's board of directors that the company options to
Dr. Cohen to purchase up to 1,000,000 shares of the company's common stock
pursuant to the terms detailed in the employment agreement. LOBIS' obligations
under this employment agreement have been assumed by the
Company.


F-10





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





5
            COMMITMENTS
      AND CONTINGENCIES (CON’T)





5)           On
January 22, 2010, the Company entered into a credit enhancement agreement (the
"Facility") with Atlas Investment Corporation, pursuant to which Atlas





In
consideration of Atlas providing the Facility, the Company shall issue senior
debentures to Atlas over the initial term of the Facility aggregating $4,600,000
(subject to adjustment in the event the full amount of the Facility is not
utilized), which will have staggered maturity dates commencing 3 months
following the issuance of the initial LC.  Unless the facility is
prematurely terminated, the $4,600,000 is the estimated minimum amount of
debentures the company expects to issue to Atlas.  In addition to the
Facility, Atlas will have the first right of refusal to arrange for factoring of
the Company's receivables that are generated by utilizing the LC collateral
provided by Atlas.





6)           On
January 13, 2010, the Company entered into a Consulting Agreement with
Accelerated Venture Partners LLC ("AVP") pursuant to which AVP will work with
the Company to facilitate and support the development of advertising placements
and assist in the arrangement of credit enhancement and working capital
financing to support the Company's placement of internet
advertising.  The agreement is for a term commencing the date of the
Agreement and terminating concurrently with the termination of all internet
advertising revenue to the Company.  In consideration of Accelerated's
services, the Company agreed to pay a consulting fee equal to four percent (4%)
of the gross revenues generated from the Company's advertising placements on the
internet, regardless of the source of such revenues, payable immediately upon
receipt by the Company of all payments on account of such internet
advertising.


F-11





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





5
            COMMITMENTS
      AND CONTINGENCIES (CON’T)





7)        
   On January 13, 2010, the Company entered into a Consulting
Agreement with Robert Gray, vSource1, Inc. and Scarborough Capital pursuant to
which the consultants will work with the Company to support the development of
financing for advertising placements for paying sponsors on the internet and to
introduce the Company to third parties who could potentially participate with
the Company in internet advertising activities.  The agreement is for
a term commencing the date of the Agreement and terminating upon the termination
of all financing contracts supporting the Company's internet advertising
activities.    In consideration of the consultant's
services, the Company agreed to pay a consulting fee equal to three percent (3%)
of the amount of financing made available to the Company on a monthly basis
which is used to facilitate the Company's advertising placement for paying
sponsors on the internet.





8)    
       On January 13, 2010, the Company
entered into a Consulting Agreement with Adam Nettlefold pursuant to which he
will (a) assist the Company in developing an advanced search infrastructure
appropriate for its business; (b) advise and assist the Company with respect to
its advertising, ad placement and business plan; (c) advise and assist the
Company with respect to its sales and marketing strategy and plans and (d)
provide such other general consulting services relating to the foregoing as the
Company's Chief Executive Officer or board of directors may
request.  The agreement commences upon execution and is terminable
upon written notice by either party. In consideration of the consultant's
services, the Company agreed to issue a non-qualified option (pursuant to the
Company's 2009 Stock Plan) to purchase 1,200,000 shares of the Company's common
stock at an exercise price of $0.01 per share.  The Company shall have
a re-purchase option with respect to the shares which are the subject of the
option which shall lapse with respect to 6.25% of the total number of shares
which are the subject of the option three (3) months after the effective date of
the agreement, and the re-purchase option shall further lapse ratably with
respect to the remaining shares on a monthly basis thereafter over a 45-month
period.  At such time as the Company is funded with an agreed level of
outside financing, and upon the mutual agreement of the Company and the
consultant, the agreement will terminate and the Company shall hire the
consultant as its Vice President of Internet Advertising at an annual base
salary of $220,000, together with an incentive compensation agreed by the
Company's board of directors (including provision for a severance payment upon a
termination without cause).


F-12





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





5
            COMMITMENTS
      AND CONTINGENCIES (CON’T)





9)       
    On January 24, 2010, the Company entered into a
Consulting Agreement with Frank Cuda pursuant to which he will (a) assist the
Company in developing business relationships, search scenarios and key word
identification strategies appropriate for its business; (b) advise and assist
the Company with respect to its advertising, ad placement and business plan; (c)
advise and assist the Company with respect to its sales and internet ad building
and (d) provide such other general consulting services relating to the foregoing
as the Company's Chief Executive Officer or board of directors may
request.  The agreement commences upon execution and is terminable
upon written notice by either party. In consideration of the consultant's
services, the Company agreed to issue a non-qualified option (pursuant to the
Company's 2009 Stock Plan) to purchase 100,000 shares of the Company's common
stock at an exercise price of $0.01 per share.  The Company shall have
a re-purchase option with respect to the shares which are the subject of the
option which shall lapse with respect to 6.25% of the total number of shares
which are the subject of the option three (3) months after the effective date of
the agreement, and the re-purchase option shall further lapse ratably with
respect to the remaining shares on a monthly basis thereafter over a 45-month
period.  At such time as the Company is funded with an agreed level of
outside financing, and upon the mutual agreement of the Company and the
consultant, the agreement will terminate and the Company shall hire the
consultant as its Internet Advertising Manager at an annual base salary of
$90,000, together with an incentive compensation agreed by the Company's board
of directors.





10)           On
January 23, 2010, the Company entered into a Consulting Agreement with Ian Evans
pursuant to which he will (a) assist the Company in developing business
relationships, search scenarios and key word identification strategies
appropriate for its business; (b) advise and assist the Company with respect to
its advertising, ad placement, business plan and IT infrastructure; (c) advise
and assist the Company with respect to its advertising, sales and marketing
strategy and plans and (d) provide such other general consulting services
relating to the foregoing as the Company's Chief Executive Officer or board of
directors may request.  The agreement commences upon execution and is
terminable upon written notice by either party. In consideration of the
consultant's services, the Company agreed to issue a non-qualified option
(pursuant to the Company's 2009 Stock Plan) to purchase 200,000 shares of the
Company's common stock at an exercise price of $0.01 per share.  The
Company shall have a re-purchase option with respect to the shares which are the
subject of the option which shall lapse with respect to 6.25% of the total
number of shares which are the subject of the option three (3) months after the
effective date of the agreement, and the re-purchase option shall further lapse
ratably with respect to the remaining shares on a monthly basis thereafter over
a 45-month period.  At such time as the Company is funded with an
agreed level of outside financing, and upon the mutual agreement of the Company
and the consultant, the agreement will terminate and the Company shall hire the
consultant as its Sr. Manager of Business Development at an annual base salary
of $130,000, together with an incentive compensation agreed by the Company's
board of directors (including provision for a severance payment upon a
termination without cause).


F-13





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)


5
              COMMITMENTS
      AND CONTINGENCIES (CON’T)





11)           On
January 23, 2010, the Company entered into a Consulting Agreement with James E.
Cates pursuant to which he will (a) serve as acting CEO assisting the Company in
developing an advanced search infrastructure appropriate for its business; (b)
advise and assist the Company with respect to its general operations and
advertising, ad placement and its business plan; (c) advise and assist the
Company with respect to its advertising, sales and marketing strategy and plans
and (d) provide such other general consulting services relating to the foregoing
as the Company's Chief Executive Officer or board of directors may
request.  The agreement commences upon execution and is terminable
upon written notice by either party. In consideration of the consultant's
services, the Company agreed to issue a non-qualified option (pursuant to the
Company's 2009 Stock Plan) to purchase 1,000,000 shares of the Company's common
stock at an exercise price of $0.01 per share.  The Company shall have
a re-purchase option with respect to the shares which are the subject of the
option which shall lapse with 1/36 of the shares which are the subject of the
option over a 36 month period from the date of the
agreement.  Further, the repurchase right shall lapse with respect to
50% of such shares upon the consultant executing an employment agreement with
the Company, with the remaining 50% of such shares being incorporated into the
employment agreement. At such time as the Company is funded with an agreed level
of outside financing, and upon the mutual agreement of the Company and the
consultant, the agreement will terminate and the Company shall hire the
consultant as its Chief Executive Officer at an annual base salary of $300,000,
together with an incentive compensation agreed by the Company's board of
directors.  Mr. Cates tenedered his resignation as President of the
Company in July 2010.





12)           On
January 23, 2010, the Company entered into a Consulting Agreement with
Accelerated Venture Partners LLC to which it will (a) assist the Company in
developing its infrastructure, controls and procedures appropriate for its
business; (b) advise and assist the Company with respect to its advertising, ad
placement, business planning, human resources and investor relations; (c) advise
and assist the Company with respect to its advertising, sales and marketing
strategy, contracts and SEC reporting requirements and (d) provide such other
general consulting services relating to the foregoing as the Company's Chief
Executive Officer or board of directors may request.  The agreement
commences upon execution and is terminable upon written notice by either party.
In consideration of the consultant's services, the Company agreed to issue a
non-qualified option (pursuant to the Company's 2009 Stock Plan) to purchase
1,500,000 shares of the Company's common stock at an exercise price of $0.01 per
share.  The Company shall have a re-purchase option with respect to
the shares which are the subject of the option which shall lapse with respect to
6.25% of the total number of shares which are the subject of the option three
(3) months after the effective date of the agreement, and the re-purchase option
shall further lapse ratably with respect to the remaining shares on a monthly
basis thereafter over a 33-month period.  At such time as the Company
is funded with an agreed level of outside financing, the Company will pay the
consultant a monthly fee of $25,000 together with an agreed incentive
plan.


F-14





MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)





6
            STOCK
      OPTION PLAN/STOCK-BASED
COMPENSATION





The
Company has adopted the Mikojo Incorporated 2009 Stock Plan (“2009 Plan”) that
includes both incentive stock options and nonqualified stock options to be
granted to employees, officers, and consultants, independent contractors,
directors and affiliates of the Company. The board of directors establishes the
terms and conditions of all stock options grants, subject to the Plan and
applicable provisions of the Internal Revenue Code. Incentive stock options must
be granted at an exercise price not less than the fair market value of the
common stock on the grant date. The options expire on the date determined by the
board of directors.




The
following table details grants to date under the 2009 Plan together with the
value attributed to each grant based on the Black-Scholes valuation model,
assuming a stock price of $1.00, an exercise price of $0.01 per share, a
five-year maturity, an annual risk-free rate of 3% and annualized volatility of
300%.  The Company amortizes such valuation on a monthly basis over
the term of each such option.




Mikojo
Incorporated
 Stock
Options (2009 Stock Plan)
 
 Optionee
                                
                                Shares
                                
                                Date
      Granted
                                
                                Expiration
      Date
                                
                                Exercise
      Price
                                
                                
                                Black
      Scholes
                                  Valuation
                                
                                
                                Term (Mos.)
                                
                                
                                Monthly
                                  AmortizationAdam
      Nettlefold
                                
                                
                                1,200,000
                                
                                1/13/2010
                                
                                1/13/2015
                                
                                $
                                0.01
                                
                                
                                $
                                1,200,000
                                
                                
                                
                                60
                                
                                
                                $
                                20,000.00Frank
      Cuda
                                
                                
                                100,000
                                
                                1/24/2010
                                
                                1/24/2015
                                
                                $
                                0.01
                                
                                
                                $
                                100,000
                                
                                
                                
                                60
                                
                                
                                $
                                1,666.67Ian
      Evans
                                
                                
                                200,000
                                
                                1/23/2010
                                
                                1/23/2015
                                
                                $
                                0.01
                                
                                
                                $
                                200,000
                                
                                
                                
                                60
                                
                                
                                $
                                3,333.33James
      E. Cates
                                
                                
                                1,000,000
                                
                                1/23/2010
                                
                                1/23/2015
                                
                                $
                                0.01
                                
                                
                                $
                                1,000,000
                                
                                
                                
                                60
                                
                                
                                $
                                16,666.67Accelerated
      Venture Partners, LLC
                                
                                
                                1,500,000
                                
                                1/23/2010
                                
                                1/23/2015
                                
                                $
                                0.01
                                
                                
                                $
                                1,500,000
                                
                                
                                
                                60
                                
                                
                                $
                                25,000.00Total
                                
                                
                                4,000,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                4,000,000
                                
                                
                                
                                
                                
                                
                                $
                                66,666.67




F-15




MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS


JUNE 30,
2010


(AUDITED)


6
              STOCK
      OPTION PLAN/STOCK-BASED COMPENSATION
(CON’T)





Accordingly,
for the year ended June 30, 2010, the Company recognized aggregate share-based
compensation amounts of $400,000.




7
              STOCKHOLDERS'
      DEFICIT





The
stockholders' deficit section of the Company contains the following classes of
capital stock as of June 30, 2010:





Common
stock, $0.0001 par value: 100,000,000 shares authorized; 28,061,200 shares
issued and outstanding.





All
amounts shown in the financial statements have been adjusted retroactively to
show the impact of a the merger between LG Holding Corporation and Mikojo
Incorporated which took place on July 20, 2009 and the subsequent merger of LG
Holding Corporation into Mikojo Incorporated which took place on September 11,
2009.


F-16





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




None.




ITEM
9A. CONTROLS
AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures





The
Company’s Chief Executive Officer and Chief Financial Officer performed an
evaluation of the Company’s disclosure controls and procedures. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the issuer’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures are effective as of June 30,
2010.





Changes
in Internal Control over Financial Reporting





There
were no changes in the Company’s internal controls over financial reporting
during the fiscal year ended June 30, 2010 that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.





ITEM
9B.   OTHER INFORMATION





None





PART
III.





ITEM
10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Directors,
Executive Officers and Significant Employees




Set forth
below are the names of our directors, officers and significant employees, their
ages, all positions and offices that they hold with us, the period during which
they have served as such, and their business experience during at least the last
five years.





Our
senior management is composed of experienced individuals with significant
management experience. As of September 30, 2009, our executive officers, and
directors were:





Name
              Age
              PositionTimothy
      Neher
              44
              
              Chief
      Executive Officer,Chief Financial Officer, Pesident, Secretary, Treasurer,
      Director





The biographies of each of our
executive officers and directors are as follows:




Timothy
J.Neher




Timothy
J. Neher has been Chief Financial Officer, Treasurer and a Director of Mikojo,
Inc. since 2009 and President and Secretary since 2010.  Mr. Neher is
the founding partner of Accelerated Venture Partners, a venture capital firm
based in Foster City, California, and has over 10 years of experience an a
merchant banker in connection with the provision of debt and equity financing,
mergers and public offering transactions.


27




Prior to
founding Accelerated Venture Partners, Internet Card Present Industries,
Pinpointed Solutions and Ipaypod, Timothy was Chairman and CEO of Wherify
Wireless, a private to public company from 1999 to 2007.  Other past
experience includes roles as VP of Marketing & Sales for CTH Consumer
Plastics and VP of Operations for Windy City Product Development.




The Board
of Directors currently does not have any committees. Following the completion of
the Merger and the Financing, we intend to establish audit and compensation
committees and such other committees as determined advisable by our
Board.





Family
Relationships




There are
no family relationships among our directors or officers.





Involvement
in Certain Legal Proceedings




To the
best of our knowledge, except as set forth herein, none of our directors,
director nominees or executive officers has been involved in any transactions
with us or any of our directors, executive officers, affiliates or associates
which are required to be disclosed pursuant to the rules and regulations of the
SEC. Except as described below, none of the directors, director designees or
executive officers to our knowledge has been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors, or has been a party to any
judicial or administrative proceeding during the past five years that resulted
in a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws, except for matters
that were dismissed without sanction or settlement.





Code
of Ethics





Our board
of directors has adopted a code of ethics that our principal financial officer,
principal accounting officer or controller and any person who may perform
similar functions are subject to. Currently Timothy Neher is our  only
officer and director, therefore, he is the only person subject to the Code of
Ethics. If we retain additional officers in the future to act as our principal
financial officer, principal accounting officer, controller or persons serving
similar functions, they would become subject to the Code of Ethics. The Code of
Ethics does not indicate the consequences of a breach of the code. If there is a
breach, our board of directors would review the facts and circumstances
surrounding the breach and take action that it deems appropriate, which action
may include dismissal of the employee who breached the code.




Compliance
with Section 16(a) of the Securities Exchange Act





Section
16(a) of the Exchange Act required our executive officers and directors, and
person who beneficially own more than ten percent of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. Based on our review of the copies of such forms
received by us, we believe that during the year ended June 30,
2010.





Board
Composition and Committees




Our Board
of Directors is composed of one member who is elected his successor is duly
elected and qualified.





Audit
Committee and Audit Committee Financial Expert




We do not
currently have an audit committee financial expert, nor do we have an audit
committee.  Our entire board of directors currently handle the
functions that would otherwise be handled by an audit committee.  We
do not currently have the capital resources to pay director fees to a qualified
independent expert who would be willing to serve on our board and who would be
willing to act as an audit committee financial expert.  As our
business expands and as we appoint others to our board of directors we expect
that we will seek a qualified independent expert to become a member of our board
of directors.  Before retaining any such expert our board would make a
determination as to whether such person is independent.


28





ITEM
11.  EXECUTIVE COMPENSATION.




As of
June 30, 2010, the Company has paid no compensation to any executive of the
Company.





Outstanding
Equity Awards at Fiscal Year End




The
Company has adopted the Mikojo Incorporated 2009 Stock Plan (“2009 Plan”) that
includes both incentive stock options and nonqualified stock options to be
granted to employees, officers, and consultants, independent contractors,
directors and affiliates of the Company. The board of directors establishes the
terms and conditions of all stock options grants, subject to the Plan and
applicable provisions of the Internal Revenue Code. Incentive stock options must
be granted at an exercise price not less than the fair market value of the
common stock on the grant date. The options expire on the date determined by the
board of directors.




The
following table details grants to date under the 2009 Plan together with the
value attributed to each grant based on the Black-Scholes valuation model,
assuming a stock price of $1.00, an exercise price of $0.01 per share, a
five-year maturity, an annual risk-free rate of 3% and annualized volatility of
300%.  The Company amortizes such valuation on a monthly basis over
the term of each such option.




Mikojo
Incorporated
 Stock
Options (2009 Stock Plan)
 
 Optionee
                                          
                                          Shares
                                          
                                          Date
      Granted
                                          
                                          Expiration Date
                                          
                                          Exercise
      Price
                                          
                                          
                                          Black
      Scholes
                                            Valuation
                                          
                                          
                                          Term (Mos.)
                                          
                                          
                                          Monthly
                                            AmortizationAdam
      Nettlefold
                                          
                                          
                                          1,200,000
                                          
                                          1/13/2010
                                          
                                          1/13/2015
                                          
                                          $
                                          0.01
                                          
                                          
                                          $
                                          1,200,000
                                          
                                          
                                          
                                          60
                                          
                                          
                                          $
                                          20,000.00Frank
      Cuda
                                          
                                          
                                          100,000
                                          
                                          1/24/2010
                                          
                                          1/24/2015
                                          
                                          $
                                          0.01
                                          
                                          
                                          $
                                          100,000
                                          
                                          
                                          
                                          60
                                          
                                          
                                          $
                                          1,666.67Ian
      Evans
                                          
                                          
                                          200,000
                                          
                                          1/23/2010
                                          
                                          1/23/2015
                                          
                                          $
                                          0.01
                                          
                                          
                                          $
                                          200,000
                                          
                                          
                                          
                                          60
                                          
                                          
                                          $
                                          3,333.33James
      E. Cates
                                          
                                          
                                          1,000,000
                                          
                                          1/23/2010
                                          
                                          1/23/2015
                                          
                                          $
                                          0.01
                                          
                                          
                                          $
                                          1,000,000
                                          
                                          
                                          
                                          60
                                          
                                          
                                          $
                                          16,666.67Accelerated
      Venture Partners, LLC
                                          
                                          
                                          1,500,000
                                          
                                          1/23/2010
                                          
                                          1/23/2015
                                          
                                          $
                                          0.01
                                          
                                          
                                          $
                                          1,500,000
                                          
                                          
                                          
                                          60
                                          
                                          
                                          $
                                          25,000.00Total
                                          
                                          
                                          4,000,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          4,000,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          66,666.67




Accordingly,
for the year ended June 30, 2010, the Company recognized aggregate share-based
compensation amounts of $400,000.




Additional
Narrative Disclosures




None.




29




Director
Compensation




We have
no standard arrangements in place to compensate our directors for their service
as directors or as members of any committee of directors. In the future, if we
retain non-employee directors, we may decide to compensate them for their
service to us as directors and members of committees.





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




The
following table sets forth certain information with respect to beneficial
ownership of our common stock, as of September 30, 2010 by:





•
            each
      beneficial owner of 5% or more of the currently outstanding shares of our
      common stock;





•
            each
      of our directors;





•
            each
      of our executive officers; and





•
            all
      of our directors and executive officers as a
  group.




In
computing the number of shares beneficially owned by a person and the percentage
ownership of that person, shares of our common stock subject to options or
warrants held by that person that are currently exercisable or exercisable
within 60 days of June 30, 2010 are deemed outstanding, but are not deemed
outstanding for computing the percentage ownership of any other person. To our
knowledge, except as set forth in the footnotes to this table and subject to
applicable community property laws, each person named in the table has sole
voting and investment power with respect to the shares set forth opposite such
person’s name.





Each
stockholder’s percentage ownership is based on 28,061,200 shares of our common
stock outstanding as of September 30, 2009.





Amount
      and Nature of BeneficialOwnershipNotes
      Convertibleand
      Options andWarrantsExercisable
                  WithinName of Beneficial Owner
                
                Shares
                
                
                60 Days
                
                
                Percent of
                  ClassHolders
      of More than 5%Accelerated
      Venture Partners LLC (1)
                  1840
      Gateway Dr. Suite 200
                  Foster
      City, CA 94404
                
                
                10,880,816
                
                
                
                1,500,000
      0
                
                
                
                44.12
                %Computing
      Services Support Solutions, Inc.
                  5777
      W. Century Blvd., Suite 1185
                  Los
      Angeles, CA 90045
                
                
                2,663,016
                
                
                
                0
                
                
                
                9.50
                %Adam
      John Nettlefold
                  Unit
      7/16 Markeri Street
                  Mermaid
      Beach, QLD, Australia 4218
                
                
                5,634,000
                
                
                
                1,200,000
                
                
                
                24.39
                %Directors
      and Executive OfficersTimothy
      Neher (1), President, Secretary, Treasurer, CEO, CFO
                  1840
      Gateway Dr. Suite 200
                  Foster
      City, CA 94404
                
                
                10,880,816
                
                
                
                1,500,000
                
                
                
                44.12
                %All
      executive officers and directors as a group (1 person)
                
                
                10,880,816
                
                
                
                1,500,000
                
                
                
                44.12
                %


30





(1)
            Timothy
      Neher is the principal of Accelerated Venture Partners
  LLC




Changes
in Control




We do not
currently have any arrangements which if consummated may result in a change of
control of our Company.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND
      DIRECTOR INDEPENDENCE




Certain
Relationships and Transactions with Related Persons





None.




Director
Independence




The Board
of Directors is currently composed of one member.  None of our
directors are “independent” directors, as that term is defined under the Nasdaq
listing standards.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.




Audit
Fees





The
aggregate fees billed for each of the fiscal year ended June 30, 2010 and 2009
for professional services rendered by the principal accountant for the audit of
the registrant’s annual financial statements and review of the financial
statements included in the registrant’s Form 10-K or services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for those fiscal years were $7,500 and $7,500,
respectively.





Audit
Related Fees





The
aggregate fees billed in the fiscal year ended June 30, 2010 and 2098 for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of the registrant’s financial
statements and are not reported under the paragraph captioned “Audit Fees” above
are $0 and $0, respectively.





Tax
Fees





The
aggregate fees billed in the fiscal years ended June 30, 2010 and 2009 for
professional services rendered by the principal accountant for tax compliance,
tax advice and tax planning were $0 and $0, respectively.




All
Other Fees





The
aggregate fees billed in the fiscal years ended June 30, 2010 and 2009 for
products and services provided by the principal accountant, other than the
services reported above under other captions of this Item 14 are $0 and $0,
respectively.


31





Pre-Approval
Policies and Procedures





Our board
of directors adopted resolutions in accordance with the Sarbanes-Oxley Act of
2002 requiring pre-approval of all auditing services and all audit related, tax
or other services not prohibited under Section 10A(g) of the Securities Exchange
Act of 1934, as amended to be performed for us by our independent auditors,
subject to the de
minimus exception described in Section 10A(i)(1)(B) of the Exchange Act.
These resolutions authorized our independent auditor to perform audit services
required in connection with the annual audit relating to the fiscal year ended
June 30, 2010 and the quarterly reviews for the subsequent fiscal quarters of
2011 through the review for the quarter ended March 31, 2011 at which time
additional pre-approvals for any additional services to be performed by our
auditor would be sought from the Board. Our board of directors also appointed
and authorized Elie Saltoun to grant pre-approvals of other audit,
audit-related, tax and other services requiring board approval to be performed
for us by our independent auditor, provided that the designee, following any
such pre-approvals, thereafter reports the pre-approvals of such services at the
next following regular meeting of the Board.





The
percentage of audit-related, tax and other services that were approved by the
board of directors is 100%.





PART
IV





ITEM
15.               EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





The
following documents are filed as part of this 10-K:





1.
 FINANCIAL STATEMENTS





The
following documents are filed in Part II, Item 8 of this annual report
on Form 10-K:





·
            Report
      of Paritz & Co., P.A., Independent Registered Certified Public
      Accounting Firm





·
            Balance
      Sheets as of June 30, 2010 and 2009
(audited)





·
            Statements
      of Operations for the years ended June 30, 2010 and 2009
      (audited)





·
            Statements
      of Stockholders’ Deficit through June 30, 2010
  (audited)





·
            Statements
      of Cash Flows for the years ended June 30, 2010 and 2009
      (audited)





·
            Notes
      to Financial Statements (audited)





2.
 FINANCIAL STATEMENT SCHEDULES





All
financial statement schedules have been omitted as they are not required, not
applicable, or the required information is otherwise included.





3.
 EXHIBITS





The
exhibits listed below are filed as part of or incorporated by reference in this
report.





ExhibitNumber
                                      
                                      Description23.1.
                                      
                                      Consent
      of Paritz & Co., P.A. regarding audited financial statements as of and
      for the period ending December 31, 201031.1.
                                      
                                      Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2.
                                      
                                      Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                                      
                                      Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.


32





SIGNATURES





In
accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this Report on Form 10-K to be signed on its behalf by the
undersigned, thereto duly authorized individual.





Date: November
22, 2010





MIKOJO
      INCORPORATEDBy:
              /s/ Timothy
      NeherTimothy
      NeherChief
      Executive Officer and Chief Financial OfficerPresident,
      Secretary and Treasurer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacity and on the date indicated.





By/s/ Timothy NeherTimothy
      NeherSole
      DirectorDateNovember
      22, 2010


33