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, 2009




 ̈ 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
issuer's revenues for its most recent fiscal year: $1,929,265




As of
September 30, 2009, the aggregate market value of voting Common Stock held by
non-affiliates of the registrant cannot be ascertained as there is currently no
recent trading of the Company’s common stock on the OTCBB.




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable
date: 27,530,600 shares of common stock par value $0.0001 as of September 30,
2009.












TABLE
      OF CONTENTSPART
      IITEM
      1.
                              
                              BUSINESS
                              3ITEM
      1A.
                              
                              RISK
      FACTORS
                              5ITEM
      1B.
                              
                              UNRESOLVED
      STAFF COMMENTS
                              17ITEM
      2.
                              
                              PROPERTIES
                              17ITEM
      3.
                              
                              LEGAL
      PROCEEDINGS
                              17ITEM
      4.
                              
                              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERSPART
      IIITEM
      5.
                              
                              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                              17ITEM
      6.
                              
                              SELECTED
      FINANCIAL DATA
                              18ITEM
      7.
                              
                              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
                              18ITEM
      7A.
                              
                              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                              28ITEM
      8.
                              
                              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                              28ITEM
      9.
                              
                              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                              40ITEM
      9A(T).
                              
                              CONTROLS
      AND PROCEDURES
                              40ITEM
      9B.
                              
                              OTHER
      INFORMATION
                              41PART
      IIIITEM
      10.
                              
                              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                              41ITEM
      11.
                              
                              EXECUTIVE
      COMPENSATION
                              44ITEM
      12.
                              
                              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                              45ITEM
      13.
                              
                              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
                              46ITEM
      14.
                              
                              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                              46PART
      IVITEM
      15.
                              
                              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                              47SIGNATURES
                              48


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.  Subsequent to the contribution of assets, the Company has
recognized minimal revenues as the Company has been in the process of upgrading
its infrastructure and has yet to raise capital to fund further
advertising.





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.


3




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 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 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.





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
andthe
adoption of new Bylaws under the laws of the State of Delaware.


4





In
connection with the Merger, on July 20, 2009 (following the date of the Balance
Sheet included with this report) 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 90 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 120 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.


Mikojo




Employees




As of
September 30, 2009, 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 cunsultive 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.




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 October 20, 2009, our independent auditors stated that our
financial statements for the period ended June 30, 2009 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.


5




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.




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.


6




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:




·
            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.


7




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.




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.





8




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.




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.


9





·
            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.




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.


10




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.




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.


11




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.




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.


12




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.




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.


13




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:


14




·


·


·


·




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.


15




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, 2009, 27,530,600 shares of common stock
were issued and outstanding and 72,469,400 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.




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.


16




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 Gaetway 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
September 30, 2009, the Company was not a party to any pending or threatened
legal proceedings.




ITEM
4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS




On July
24, 2009, the merger of LG Holding Corporation into Mikojo Incorporated was
approved by the holders of a majority of the outstanding shares of the
Company’s and Mikojo’s common stock by written consent in lieu of a meeting
pursuant to each corporation’s by-laws and applicable Colorado and Delaware
law.  Thereafter, on August 14, 2009, the Company filed a Schedule 14c
Information Statement detailing the merger transaction with the U.S. Securities
and Exchange Commission, which was mailed to all of the shareholders of the
Company on August 14, 2009.  The shareholder action became effective
twenty (20) days later on September 4, 2009.  No other matters were
submitted to a vote or for the written consent of security shareholders, through
the solicitation of proxies or otherwise, during the fiscal year ended June 30,
2009, and no meeting of shareholders was held.





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.


17


Status
of Outstanding Common Stock




As of
September 30, 2009, we had a total of 27,530,600 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 27,530,600 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
                  
                  6/30/2009
                  
                  
                  6/30/2008Revenues
                  
                  
                  1,929,265
                  
                  
                  
                  1,199,116Net
      Loss
                  
                  
                  (1,207,406
                  )
                  
                  
                  (42,638
                  )Net
      loss per share
                  
                  
                  (0.05
                  )
                  
                  
                  (0.00
                  )Weighted
      average no shares
                  
                  
                  26,000,000
                  
                  
                  
                  26,000,000Stockholders'
      deficiency
                  
                  
                  (1,211,232
                  )
                  
                  
                  (40.039
                  )Total
      assets
                  
                  
                  45,320
                  
                  
                  
                  67,695Total
      liabilites
                  
                  
                  1,256,551
                  
                  
                  
                  107,734




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.





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:


18


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.  Subsequent to the contribution of
assets, the Company has recognized minimal revenues as the Company has been in
the process of upgrading its infrastructure and has yet to raise capital to fund
further advertising.





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.


19


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 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
andthe
adoption of new Bylaws under the laws of the State of Delaware.





In
connection with the merger, on July 20, 2009 (following the date of the Balance
Sheet included in this report) 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 90 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 120 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.




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.


20





Summary
Overview





The
Opportunity





The
Internet has become indispensable to decision making. Search technologies,
exemplified by Google, are an integral part of the process of finding data by
locating individual web pages that contain specified keywords. Typical search
engines in the market are keyword-based and fall well short of being able to
capture enough of the structure and meaning of web pages to enhance user
decision-making and productivity. Current solutions do not exploit the semantics
of web pages and importantly, the results of a search are presented primarily as
simply a list of URLs. Users must read the pages in detail to interpret the
results, and if a decision requires correlating information from more than one
page, the process is manual and tedious.




The
Kelsey Group estimates that $45B will be spent on Internet advertising in 2009,
growing to $147B by 2012, with the ability to provide a much higher level of
targeting relative to offline advertising. Mikojo will focus on those users who
use the Web to make real-time, personal or business decisions. The company
believes that there is great business potential to provide decision makers a
viable technological alternative to move significantly beyond a simple keyword
search.





The
Solution





Mikojo’s
patented TriggerWareTM technology is built on extracting relations (tables) from
seemingly unstructured data sources, including web pages, documents, databases,
spreadsheets, etc. This is done by creating or supplying “metadata” about each
data source. With TriggerWareTM, metadata need not be stored with the data source
itself. Mikojo’s technology makes it possible to view any collection of
arbitrary data sources as a set of tables in a “virtual” relational database.
Once a virtual database is defined, one can define queries over the tables in
the database.




The
TriggerWareTM query language, similar to SQL (Structured Query Language),
provides a more semantically-based paradigm for search than a simple keyword
search. As queries involve different tables from different web pages, answers to
queries require semantic processing of information from different web pages. The
company believes that no current search engine can integrate information from
multiple web pages in a semantically significant manner. TriggerWareTM provides
smart alerts over complex queries, enabling users to see the answer to their
queries, and be notified when such information changes.





Competitors




The
current state-of-the-art in search engines is the keyword search. Established
companies (Google, Yahoo, MSN, etc.) use keyword-based search indexing.
Federated search engines aggregate the results of keyword search engines. Newer
start-ups (Hakia, PowerSet, Radar Networks, etc.) use either natural language
understanding or use OWL/RDF to represent metadata. Vertical search engines
license keyword search technology, but are not unique. Mikojo provides
relational metadata for web pages where possible, and once accomplished,
provides users the ability to formulate search queries and get accurate,
semantics-based answers to those queries – not just a list of URLs ordered by
relevancy. Domain-specific aggregators (Travelocity, Orbitz, Priceline,
Vegas.com, etc.) are web-based applications that aggregate different databases
on the backend, whereas TriggerWareTM provides an open-ended query language in
which information from small and large providers can be integrated on the fly.
Mikojo search queries can therefore combine data from many web
pages.




Mikojo’s
patented TriggerWareTM technology will enable the first commercially viable
realization of the Semantic
Web, using relations, rather than
objects. Relations are well understood, and relational query languages are in
common use, making adoption and acceptance more likely and less
expensive.




Raising
Additional Capital





The
company intends to seek to raise an additional $35 million investment to
accomplish the following:




·
            Complete
      development of tools and to extract relational metadata from web
      pages




21




·
            Launch
      a large-scale metadata creation and maintenance facility
      offshore


·
            Grow
      revenues from advertising and federated search for short and medium-term
      growth


·
            Continue
      development of necessary GUI enhancements to make technology easy to
      use


·
            Launch
      marketing, sales, and business development efforts to create opportunities
      for semantics-based search in enterprise search and in vertical search
      markets


·
            Build
      the Information Technology infrastructure to support our search engine
      model





There
is no guarantee that the company will be able to raise such additional capital
or any portion thereof or whether the terms and conditions of raising such
capital will be favorable to the company.  It is likely that the
raising of any additional capital will result in significant and substantial
dilution to current shareholders.





Detailed
Overview.





Opportunity
& Vision





The
Internet has increasingly become the primary source of data for all kinds of
users to render decisions.  Further, these decisions usually require
the ability to process the data semantically and to correlate such semantic
information from different data sources.  The current state of the art
in data discovery and information retrieval is the typical Internet search
engine, typified by Google and Yahoo.  They are able to perform
keyword-based search on single data sources.  Such tools do not
provide the kinds of semantic “information” or “knowledge” that one can use to
render decisions and get work done that often require integration of multiple
data sources or deeper understanding of the semantics of data.





For
example, assume an Internet end-user would like to go to Las Vegas using the
cheapest mode of transport to browse through homes for sale, and perhaps attend
a couple of open houses for homes in the range of $ 500,000 to $
600,000.  One possible way to do this is to use Google to search for
keywords: “open house Las Vegas”, which may return a page that contains a list
of properties for sale in the Las Vegas area.  The user might then
find the open house schedules for the properties in the appropriate price range,
and note down the dates that are convenient.  Then, the user might
take those dates and use a travel site to book the tickets to Las Vegas – but
travel sites do not typically include bus and train schedules as part of their
offering.  As a result, the user may need to separately search the
costs for those modes of transport.  Google cannot provide these types
of correlation tasks.





Keyword-based
search engines work adequately for casual browsing and learning
situations.  However, for most purpose-driven users who need
to make key personal or business decisions, utilizing current search engines to
carry out their tasks can be very tedious.  As illustrated by our
example scenario above, the limitations of keyword-based search engines become
clear:





·
            Lack of Semantics: the
      keyword-based search engines have excellent indices to compute the set of
      URLs that contain a set of keywords.  However, they are simply
      not equipped to handle deeper semantic questions, such as finding the
      cheapest item, or the youngest person, or comparing two numbers to
      determine which one is higher or lower, and so on.  Much of the
      web has structure and deeper semantics.  Treating the entire web
      as though it is unstructured and cannot represent anything other than as a
      set of indexed keywords misses a large opportunity to fundamentally alter
      how people find and manipulate data on the
  Internet.




·
            Ambiguity of User
      Intent: in order to simplify user interaction, keyword search
      engines allow the user to enter a few words, and can present
      results.  Unfortunately, the problem is that words can be
      ambiguous in terms of conveying user intent.  Trying to infer
      user intent from such limited inputs often leads to unsatisfactory
      results.




·
            Results are Individual
      URLs: keyword search engines invariably present search results as a
      set of individual URLs.  It is up to the user to read through
      the document for each result URL to interpret its contents
      semantically.  Moreover, if the deeper question in the user’s
      mind involves correlation and reasoning between information in different
      URLs, it is up to the user to do it.  The search engine does not
      support such reasoning. This leads to the tedium of manual cut and paste
      between different web pages and also having to click through dozens of
      irrelevant documents to find the few that are related to the actual
      question the user has in mind.




22




General
Semantics-Based Search





The
flagship product in the proposed Mikojo suite of offerings will be generic
Internet-based search over all data sources that are metadata-enabled across
many different domains.  This type of search would allow users to
construct search criteria that have not already been preconceived into specific
applications.  For example, in the previous open-house scenario, an
end-user could use this facility to quickly find out how to plan his travel to
Las Vegas along with specific open house events to attend while in Las Vegas.
Generic search using TriggerWare’s query relational query language provides
complete flexibility in specifying search criteria.  However, there
will be some research and development required to provide an appropriate
interface (GUI) to simplify specification of the search criteria in Mikojo’s
query language. The interface would eliminate some of the burdens placed on
users to define complex queries.  Mikojo intends to develop wizards
and interview-oriented interactions to allow typical search users in creating
their own queries.





In order
for this kind of generic search to be powerful, the TriggerWareTM engine needs
metadata for the different data sources of interest in different
domains.  Guidance for interesting domains will come from Mikojo’s
existing advertising technology base, which provides raw traffic data on the
kinds of information that users are targeting.





Enterprise
Applications




The
Mikojo technology will be particularly useful within enterprise Intranets in
integrating their data to deliver semantically powerful search services to the
authorized people within the enterprise.  Note that this does not
require any special new technology.  Rather than use random web pages
as the data sources for Mikojo, this version of the engine will use internal
documents.  Note that the documents may be heterogeneous in nature
(including text documents, spreadsheets, databases, etc.).  Many
organizations are already embarked on a metadata specification
initiative.  We believe that specifying relational descriptions of
data sources can be incorporated into the structure of these ongoing metadata
specification effort.  Security is an important feature of the
Enterprise Application.





Vertical
Internet Applications





Mikojo
believes that there are several lucrative applications that can be constructed
from the TriggerWareTM search technology.  These applications target
specific “verticals” where there are large commercial
opportunities.  The core technology here is the same as the other
products described thus far.  The vertical applications are tailored
with well-designed GUIs to simplify the user’s experience even further by
insulating users from the complexities of defining the search
query.





Trip
Planner





The Trip
Planner is a specific application of the Mikojo technology in the travel and
entertainment domain.  This application will be allow consumers to
plan their travel itineraries (involving transport, lodging, and entertainment
options) all in one.  The data for each of these aspects is currently
in different repositories managed (in different ways) by different
entities.  The Trip Planner will provide facilities for users to
seamlessly plan their itineraries without having to deal with the painfully
tedious problem manual integration of dates and costs for various components of
their travel and entertainment itineraries.  The application will
support various common scenarios:





·
            Amanda
      is planning a business trip to Dallas, and would like to explore travel,
      lodging, and entertainment options to construct an integrated itinerary
      that optimizes use of her time while in
Dallas;




·
            Bill
      knows his 10th
      wedding anniversary is coming up, and would like to surprise his wife by
      taking her to see Elton John perform in Las Vegas on the date of the
      anniversary.  He  needs to find the most affordable
      overall trip that includes this concert without having to go to multiple
      web sites.




23




Comparison
Shopper





The
Mikojo Comparison Shopper allows consumers to conduct semantically-based
searches over multiple vendors for different products and commodities prior to
making a purchase.  The Comparison Shopper site is designed to be a
“must visit” Internet destination for anyone planning any kind of purchase
online.  Scenarios supported would include:





·
            Charles
      is planning to buy a HD TV, and has been researching it for a
      month.  He knows exactly the specs for the TV he wants, but does
      not know which vendor will give him the best deal on a combination of TV,
      shipping, and 5-year warranty.




·
            Diana
      forgot about her nephew’s birthday.  She knows the kid would
      love a WII game, but she discovers it is not easy to find a WII
      vendor.  She would like to find a WII vendor that will ship her
      the WII game as rapidly as possible.  She is not too concerned
      about price.




Social
Networking





Mikojo
management believes that, given the explosive growth in social networks like
Facebook and Twitter, and professional networks such as LinkedIn, there will be
potentially lucrative applications of semantics-based search in this
universe.  As people rely upon these informal networks to carry out
more activities, a need will arise to apply to search for more complex
conditions within the social network universe or to automate specific parts of
processing based on what happens in a social network.  TriggerWareTM
search tools can brings semantics and automated event-triggered processing to
the relatively unstructured social networks.





Mikojo
will dedicate business development and marketing resources to exploring
opportunities to deploy innovative, semantics-based applications within the
social networking world.





Personal
Search Assistant





The
Personal Search Assistant will be a downloadable version of the Mikojo engine
designed to work with the documents on one’s own disk.  There are two
primary functions that the Personal Search Assistant can perform:





·
            Local
      Search Services: in this category, the user can search the local disk for
      semantically-based search criteria, expressed as a
  query




·
            Alert
      Support:  Alerts are computationally intensive to support
      because one needs to store in memory prior answers to questions in order
      to support alerts to changes in the answer to a question.  The
      user can utilize his own Personal Search Assistant to handle the
      computations necessary to perform alerts, rather than the central MIKOJO
      server.




The
Personal Search Assistant will initially be distributed for the Windows
platform.  Subsequent versions will be devised for the UNIX and
Macintosh platforms.





Market
Strategy





Mikojo
currently generates revenues from its SDA with InfoSpace.  Mikojo’s
business strategy is to use the net income from this revenue stream and
additional outside capital to fund the activities necessary to create the
infrastructure to deploy the products and services utilizing the TriggerWareTM
software.  Developing the next generation search technologies and
services in this manner supports Mikojo’s goal of achieving long-term
competitiveness in the search market, rather than relying solely on its
advertising revenues.




Target
Markets





The
target markets for the Mikojo technologies are:


24





·
            General
      semantics-based search engine: targets all Internet users who are driven
      by the need to render decisions.  This technology will be
      monetized by advertising revenues.




·
            Enterprise
      Applications:  Large organizations that have a need to deploy
      advanced search applications within their corporate
    Intranets.




·
            Vertical
      Applications: Trip Planner, Comparison Shopper, Social Networking and the
      like




·
            Personal
      Search Assistant: This product would be made available to any user
      interested in downloading it.  Once TriggerWareTM becomes a
      pervasive semantics-based search platform, this mode of deploying
      TriggerWareTM will accelerate market penetration and
    branding.




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, 2009,
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, 2009, 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.





25




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.




6/30/09
                  
                  
                  6/30/2008
                  
                  
                  Increase
                    (Decrease)
                  
                  
                  Percentage
                    Increase
                    (Decrease)Revenues
                  
                  
                  1,929,265
                  
                  
                  
                  1,199,116
                  
                  
                  
                  730,149
                  
                  
                  
                  60.9
                  %Cost
      of Services
                  
                  
                  924,380
                  
                  
                  
                  929,511
                  
                  
                  
                  (5,131
                  )
                  
                  
                  (0.5
                  )%Selling,
      General and Administrative Expense
                  
                  
                  955,320
                  
                  
                  
                  300,296
                  
                  
                  
                  655,024
                  
                  
                  
                  218.1
                  %Interest
      expense
                  
                  
                  1,750
                  
                  
                  
                  403
                  
                  
                  
                  1,347
                  
                  
                  
                  334.2
                  %Depreciation
      & amortization
                  
                  
                  5,222
                  
                  
                  
                  -
                  
                  
                  
                  5,222
                  
                  
                  
                  -Interest
      income & other
                  
                  
                  36,312
                  
                  
                  
                  (2,884
                  )
                  
                  
                  39,196
                  
                  
                  
                  -Net loss
                  
                  
                  (1,207,406
                  )
                  
                  
                  (42,638
                  )
                  
                  
                  1,164,768
                  
                  
                  
                  -Loss per common share
                  
                  
                  (0.05
                  )
                  
                  
                  (0.00
                  )




We had
revenues of $1,929,265 for the year ended June 30, 2009, compared to revenues of
$1,199,116 during the same period in 2008.  Our revenues increased by
$730,149 or 60.9% in the year ended June 30, 2009 primarily due to increased
advertising sales.





Our cost
of services for the year ended June 30, 2009 was $924,380 as compared to
$929,511 during the same period in 2008. Our cost of coods sold remained
relatively stable from year to year despite our increased sales.





Selling,
general and administrative expenses increased by $655,024 or 218.1%, to $955,320
in the year ended June 30, 2009 compared to $300,296 in the same period in 2008.
The change is primarily due to the write-off of accounts receivable in the
amount of $647,193.





During
the year ended June 30, 2009, the Company wrote off the full value of the
software assets acquired from Computing Services Support Solutions, Inc. which
had been valued at $1,250,000.





Interest
expense for the year ended June 30, 2009 was $1,750 and interest expense in the
same period of 2008 was $403. Interest expense increased $1,347 or 334.2% in the
year ended June 30, 2009 mainly due to increased borrowings.




During
the year ended June 30, 2009 we had a net loss of $1,207,406 compared with a
loss of $(42,638) for the same period in the prior year. The increase in our
loss is primarily due to the write-off of acquired in process research and
development cost in the amountof $1,250,000.





Loss per
common share for the year ended June 30, 2009 was $(0.05) as compared to a loss
of $(0.00) during the same period of 2008.




Cash
Flow Items


The
following table provides the statements of net cash flows for the year ended
June 30, 2009 and June 30, 2008:





26





Year
      Ended June 30,2009
                
                
                2008Net
      Cash Provided By (used in) Operating Activities
                
                
                (36,487
                )
                
                
                9,361Net
      Cash Used in Investing Activities
                
                
                -
                
                
                
                (8,352
                )Net
      Cash Provided by (used in) Financing Activities
                
                
                (9,504
                )
                
                
                18,655Net
      Increase (decrease)  in Cash and Cash
Equivalents
                
                
                (9,777
                )
                
                
                16,781Cash
      and Cash Equivalents - Beginning of Period
                
                
                16,781
                
                
                
                -Cash
      and Cash Equivalents - End of Period
                
                
                7,003
                
                
                
                16,781





We used
$36,487 of cash from our operating activities during the year ended June 30,2009
as compared to $9,361 cash provided during the year ended June 30, 2008.
 The difference of $45,848 is mainly attributable to payment of amounts due
from prior periods.





We did
not expend any amounts on account of investing activities during the year ended
June 30, 2009, as compared to $8,352 used in the prior year ending June 30,
2008.




We used a
net $9,504 from financing activities during the year ended June 30, 2009 as
compared to providing $18,655 during the year ended June 30, 2008.  The
change is primarily due to the repayment of $9,504 of shareholder
loans.





Balance Sheet
Items




As of
June 30, 2009, we had total current assets of $41,466, as compared to $58,620 as
of June 30, 2008.  Our total assets as of June 30, 2009 were $45,320 as
compared to $67,696 as of June 30, 2008.  We had total current liabilities
of $1,256,551 as of June 30, 2009 as compared to $107,734 as of June 30,
2008.




As of
June 30, 2009, our total Stockholders’ Deficiency was $(1,211,232) as compared
to a Stockholders’ Deficiency of $(40,039) at June 30, 2008.





Liquidity
and Capital Resources




As of
June 30, 2009, we had $7,003 cash, a working capital deficit of$1,215,085 and an
accumulated retained loss of $(1,247,161) through June 30, 2009.  Our
operating activities used $36,487 in cash for the fiscal year period ended June
30, 2009.




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




Notes
Payable to shareholders consist of $6,551 in loans made by an officer and
shareholder of the Company to the Company. These loans bear interest at 5% per
annum, are unsecured and due and payable upon demand.





Long-Term
Debt





None.


27





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, 2009 and 2008 and the reports thereon of Paritz
& Co., P.A.


28





MIKOJO
INCORPORATED





FINANCIAL
STATEMENTS





INDEX





Page
      NumberINDEPENDENT
      AUDITORS' REPORT
                          
                          F-1FINANCIAL
      STATEMENTS:Balance
      Sheets at June 30, 2009 and June 30, 2008
                          
                          F-2Statement
      of Operations for theyears ended June 30, 2009 and June 30,
      2008
                          
                          F-3Statement
      of Stockholders' Deficiency for the yearsended June 30, 2009 and
      2008
                          
                          F-4Statement
      of Cash Flows for the years ended June 30, 2009 and
      2008
                          
                          F-5Notes
      to Financial Statements for period endedJune 30,
      2009
                          
                          F-6
      to
F-11


29





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,
2009 and 2008, and the related statements of operations, changes in
shareholders’ equity (deficit), and cash flows for the years ended June 30, 2009
and 2008.  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,
2009 and 2008, and the results of its operations and its cash flows for the
years ended June 30, 2009 and 2008 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, 2009, 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


October
20, 2009


30


MIKOJO
INCORPORATED


Consolidated
Balance Sheets





June 30, 2009
                    
                    
                    June 30, 2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                    
                    $
                    7,003
                    
                    
                    $
                    16,781Account
      receivables
                    
                    
                    -
                    
                    
                    
                    38,148Subscription
      receivable
                    
                    
                    -
                    
                    
                    
                    2,504Tax
      receivable
                    
                    
                    -
                    
                    
                    
                    1,187Deposits
                    
                    
                    34,463
                    
                    
                    
                    -Total
      Current Assets
                    
                    
                    41,466
                    
                    
                    
                    58,619PROPERTY
      AND EQUIPMENT, net
                    
                    
                    -
                    
                    
                    
                    5,222OTHER
      ASSETSOther
      sundry current assets
                    
                    
                    3,854
                    
                    
                    
                    3,854TOTAL
      ASSETS
                    
                    $
                    45,320
                    
                    
                    $
                    67,695LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    -
                    
                    
                    $
                    68,843Accrued
      expense
                    
                    
                    -
                    
                    
                    
                    22,836Notes
      payable
                    
                    
                    1,250,000Notes
      payable-shareholders
                    
                    
                    6,551
                    
                    
                    
                    16,055TOTAL
      CURRENT LIABILITIES
                    
                    
                    1,256,551
                    
                    
                    
                    107,734STOCKHOLDERS'
      DEFICIENCYCommon
      stock, $0.0001 par value, 100,000,000 shares authorized, 26,000,000 shares
      issued and outstanding at June 30, 2009 and June 30, 2008,
      respectively
                    
                    
                    2,600
                    
                    
                    
                    2,600Accumulated
      Deficit
                    
                    
                    (1,247,161
                    )
                    
                    
                    (39,755
                    )Accumulated
      other comprehensive income or (loss)
                    
                    
                    36,212
                    
                    
                    
                    (2,884
                    )Total
      Stockholders' Deficiency
                    
                    
                    (1,211,232
                    )
                    
                    
                    (40,039
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    
                    $
                    45,320
                    
                    
                    $
                    67,395





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





31




MIKOJO
INCORPORATED
 Consolidated
Statements of Operations
  For the year ended
                June 30, 2009
              
              
              For the year ended
                June 30, 2008SALES
              
              $
              1,929,265
              
              
              $
              1,199,116COST
      OF SALES
              
              
              924,380
              
              
              
              929,511Gross
      Profit:
              
              $
              1,004,886
              
              
              $
              269,605EXPENSESGeneral
      and Administrative Expenses
              
              $
              955,320
              
              
              $
              300,296Write-off
      of acquired in process research and development cost
              
              
              1,250,000
              
              
              
              -Depreciation
      expense
              
              
              5,222
              
              
              
              -LOSS
      FROM OPERATIONS
              
              $
              (1,205,656
              )
              
              $
              (30.691
              )OTHER
      INCOME (EXPENSES)Interest
      income (expense)
              
              
              (1,750
              )
              
              
              (403
              )Provision
      for Income Taxes
              
              
              -
              
              
              
              8,661Net
      Loss
              
              $
              (1,205,406
              )
              
              $
              (39,755
              )Other
      Comprehensive Income (Loss)
              
              $
              36,212
              
              
              $
              (2,884
              )Comprehensive
      Loss
              
              $
              (1,171,193
              )
              
              $
              (42,638
              )PER
      SHARE DATA:Basic
      loss per common share
              
              $
              (0.05
              )
              
              $
              (0.00
              )Weighted
      Average Common Shares Outstanding
              
              
              26,000,000
              
              
              
              26,000,000





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





32





MIKOJO
INCORPORATED


Consolidated
Statements of Stockholders' Deficiency





Common
                        Shares
                      
                      
                      Common
                        Stock
                      
                      
                      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
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      36,212
                      
                      
                      
                      36,212Balance,
      June 30, 2009
                      
                      
                      26,000,000
                      
                      
                      $
                      2,600
                      
                      
                      $
                      (1,247,160
                      )
                      
                      $
                      33,328
                      
                      
                      $
                      (1,211,232
                      )





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





33





MIKOJO
INCORPORATED


CONSOLIDATED
STATEMENTS OF CASH FLOWS




For the year
                                ended June 30,
                                2009
                              
                              
                              For the year
                                ended June 30,
                                2008OPERATING
      ACTIVITIESNet
      Loss
                              
                              $
                              (1,207,406
                              )
                              
                              $
                              (39,755
                              )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activitiesDepreciation
                              
                              
                              5,222
                              
                              
                              
                              3,130Note
      payable
                              
                              
                              1,250,000
                              
                              
                              
                              -Changes
      in operating assets and liabilitiesAccounts
      receivable
                              
                              
                              38,148
                              
                              
                              
                              (38,148
                              )Deposits
                              
                              
                              (34,463
                              )
                              
                              
                              -Subscription
      receivable
                              
                              
                              2,504
                              
                              
                              
                              (2,504
                              )Tax
      receivable
                              
                              
                              1,187
                              
                              
                              
                              (1,187
                              )Other
      sundry current assets
                              
                              
                              -
                              
                              
                              
                              (3,854
                              )Accounts
      payable
                              
                              
                              (68,843
                              )
                              
                              
                              68,843Accrued
      expense
                              
                              
                              (22,836
                              )
                              
                              
                              22,836Net
      cash provided by (used in) operating activities
                              
                              $
                              (36,487
                              )
                              
                              $
                              9,361INVESTING
      ACTIVITIESPurchase
      of property and equipment
                              
                              $
                              -
                              
                              
                              $
                              (8,352
                              )Net
      Cash provided by (used in) Investing activities
                              
                              $
                              -
                              
                              
                              $
                              (8.352
                              )FINANCING
      ACTIVITIESLoans
      (Repayments)--shareholders
                              
                              $
                              (9,504
                              )
                              
                              $
                              16,055Sale
      of common stock
                              
                              
                              -
                              
                              
                              
                              2,600Net
      Cash provided by (used in) Financing Activities
                              
                              $
                              (9,504
                              )
                              
                              $
                              (18,655
                              )Effect
      of exchange rate changes on cash and cash equivalents
                              
                              $
                              36,212
                              
                              
                              $
                              (2,884
                              )NET
      INCREASE (DECREASE) IN CASH
                              
                              $
                              (9,778
                              )
                              
                              $
                              16,781CASH
      AT BEGINNING OF PERIOD
                              
                              $
                              16,781
                              
                              
                              
                              -CASH
      AT END OF PERIOD
                              
                              $
                              7,003
                              
                              
                              $
                              16,781SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Paid For:
                              
                              $
                              -
                              
                              
                              $
                              -Interest
      expense
                              
                              $
                              -
                              
                              
                              $
                              -Income
      TaxesNon
      Cash Financing Activities: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.





34




MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS





JUNE 30,
2009


(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.  The accompanying
financial statements include the operations of Mikojo (AUST) for the period from
its inception (August 7, 2007) to June 30, 2009.





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
$250,000. 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.





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.





35







NOTES TO
FINANCIAL STATEMENTS





JUNE 30,
2009


(AUDITED)


---



1
              
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CON’T)





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





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. The Company does not maintain
a stock option plan and, therefore, this pronouncement has no impact on these
financial statements.





In
September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 defines fair
value, establishes a framework for measuring fair value under GAAP, and expands
disclosures about fair value measurements. This statement is effective for
financial statements issued for fiscal years beginning after November 15,
2007. In February 2008, the FASB agreed to delay the effective date of
SFAS 157 for all non-financial assets and non-financial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis, to fiscal years beginning after November 15, 2008. As
of December 31, 2007, the Company’s fair values of its financial assets and
liabilities, which consist of cash and cash equivalents, accounts payable and
notes payable, approximate their carrying amount due to the short period of
time to maturity.





In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial
Assets and Financial Liabilities — Including an Amendment of FASB Statement
No. 115”. This statement provides companies with an option to
measure, at specified election dates, many financial instruments and certain
other items at fair value that are not currently measured at fair value.  A
company that adopts SFAS 159 will report unrealized gains and losses on
items for which the fair value option has been elected in earnings at each
subsequent reporting date. This statement also establishes presentation and
disclosure requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and
liabilities. This statement is effective for fiscal years beginning after
November 15, 2007. The Company is currently evaluating the effect that the
adoption of SFAS 159 will have on its results of operations and financial
position.




36




MIKOJO
INCORPORATED




NOTES TO
FINANCIAL STATEMENTS





JUNE 30,
2009


(AUDITED)





1
              
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CON’T)





In
December 2007, FASB issued SFAS No. 160 (“SFAS 160”), “Interests in Consolidated Financial
Statements — an amendment of ARB No. 51”, which impacts the
accounting for minority interest in the consolidated financial statements of
filers. The statement requires the reclassification of minority interest to the
equity section of the balance sheet and the results from operations attributed
to minority interest to be included in net income. The related minority interest
impact on earnings would then be disclosed in the summary of other comprehensive
income. The statement is applicable for all fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. The adoption of this
standard will require prospective treatment. The Company is currently evaluating
the effect that the adoption of SFAS 160 will have on its results of
operations and financial position. However, the adoption of SFAS 160 is not
expected to have a material impact on the Company’s financial
statements.




In
December 2007, FASB issued SFAS No. 141R (“SFAS 141R”), “Business Combinations”,
which impacts the accounting for business combinations. The statement requires
changes in the measurement of assets and liabilities required in favor of a fair
value method consistent with the guidance provided in SFAS 157 (see above).
 Additionally, the statement requires a change in accounting for certain
acquisition related expenses and business adjustments which no longer are
considered part of the purchase price.  Adoption of this standard is
required for fiscal years beginning after December 15, 2008. Early adoption
of this standard is not permitted. The statement requires prospective
application for all acquisitions after the date of adoption. The Company is
currently evaluating the effect that the adoption of SFAS 141R will have on
its results of operations and financial position. However, the adoption of SFAS
141R is not expected to have a material impact on the Company’s financial
statements.





In April
2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets”.  This guidance is intended to improve the
consistency between the useful life of a recognized intangible asset under SFAS
No. 142, “Goodwill and Other
Intangible Assets”, and the period of expected cash flows used to measure
the fair value of the asset under SFAS No. 141R when the underlying arrangement
includes renewal or extension of terms that would require substantial costs or
result in a material modification to the asset upon renewal or
extension.  Companies estimating the useful life of a recognized
intangible asset must now consider their historical experience in renewing or
extending similar arrangements or, in the absence of historical experience,
must consider assumptions that market participants would use about renewal or
extension as adjusted for SFAS No. 142’s entity-specific
factors.  This standard is effective for fiscal years beginning after
December 15, 2008, and is applicable to the Company’s fiscal year beginning
January 1, 2009.  The Company does not anticipate that the adoption of
this FSP will have an impact on its results of operations or financial
condition





Stock
Based Compensation





The
Company has adopted SFAS 123 (R) "Share-Based Payment", which
addresses the accounting for share-based payment transactions. SFAS No. 123(R)
eliminates the ability to account for share-based compensation transactions
using APB 25, and generally requires instead that such transactions be accounted
and recognized in the statement of operations based on
their fair value. SFAS No. 123(R) is effective for public companies that file as
small business issuers as of the first interim or annual reporting period that
begins after December 15, 2005. Depending upon the number of and terms for
options that may be granted in future periods, the implementation of this
standard could have a significant non-cash impact on results of operations in
future periods.




37




MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS





JUNE 30,
2009


(AUDITED)




1
            
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CON’T)





During
the year ended June 30, 2009, there were no stock options granted or
outstanding.





2          
  NOTES PAYABLE SHAREHOLDERS





As of
June 30, 2009, the founders of the Company provided loans to the Company for
operating purposes. Interest for these loans has been recorded as an expense and
has been accrued at 5% per annum, but not paid, through June 30,
2009.





3           
 INCOME
TAXES





Mikojo
(AUST) is subject to taxes in Australia on its Australian
operations.  Mikojo Incorporated is subject to taxes in the United
States on its U.S. operations.  In general, the tax rate for small
businesses is in Austrailia is30%, before permanent credits and incentives of
taxable income as defined.  The Company has assumed a tax rate of 40%
on its U.S. operations.




4            
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.




38


MIKOJO
INCORPORATED





NOTES TO
FINANCIAL STATEMENTS





JUNE 30,
2009


(AUDITED)





4
            COMMITMENTS
      AND CONTINGENCIES (CON’T)





3)
            Effective
      September 22, 2008, LOBIS entered into a Consulting Services Agreement
      with James Cates.  The agreement requires Mr. Cates to provide
      LOBIS with certain financial advisory services in (a) an option granted by
      the company to Mr. Cates to purchase 3,000,000 shares of the company’s
      common stock at the then fair market value ($0.0001 at the time), subject
      to a repurchase option granted to the company to repurchase 2,000,000 of
      the shares in the event the agreement is terminated for any reason and (b)
      cash compensation at a rate of $250.00 per hour, not to exceed $30,000 per
      month.  This agreement has been assumed by the
      Company.





4)
            On
      September 23, 2008, LOBIS entered into an employment agreement with James
      Cates to act as the company’s Chief Executive Officer for an “at will”
      term at a base salary of $350,000 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 Mr. Cates to purchase up to
      2,000,000 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.  The
      payment of salary and the Company’s obligation to deliver the Company
      options is contingent on the Company completing a
    financing.





5)
            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. The payment of
      salary and the Company’s obligation to deliver the Company options is
      contingent on the Company completing a
  financing.





6)
            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. The payment of
      salary and the Company’s obligation to deliver the Company options is
      contingent on the Company completing a
  financing.





5
            GOING
      CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As shown on the accompanying
balance sheet as of June 30, 2009, the Company’s current liabilities exceeded
its current assets by $1,215,085 and its total liabilities exceeded its total
liabilities by $1,211,231.  As of June 30, 2009 the Company had only
$7,003 in cash which may not be sufficient to fund future
operations.  These circumstances raise substantial doubt about its
ability to continue as a going concern.   The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


39


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




None.





ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES.




Disclosure
Controls and Procedures





Our
management, with the participation of our Chief Executive Officer (CEO), James
Cates and our Chief Financial Officer, Timothy Neher, (“CFO”),  have
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the
period covered by this Report (June 30, 2009).  Based on such
evaluation, our CEO and Secretary have concluded that, as of the end of such
period, the Company’s disclosure controls and procedures are not effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act and are not effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s
management, including the Company’s CEO and Secretary, as appropriate to allow
timely decisions regarding required disclosure.  A discussion of the
material weaknesses in our control and procedures is described
below.





Management’s
Report on Internal Control over Financial Reporting





Management
of Mikojo Incorporated, which consists primarily of our CEO and CFO are
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange
Act).  The Company’s internal control over financial reporting has
been designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles generally
accepted in the United States of America.




The
Company’s internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect transactions and dispositions of assets of
the Company; provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that receipts and expenditures are being made only in accordance with
authorization of management and directors of the Company; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on
the Company’s financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting at June 30, 2009. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control—Integrated
Framework.  During our assessment of the effectiveness of
internal control over financial reporting as of December 31, 2008, management
identified significant deficiencies  related to (i) the absence of
U.S. GAAP expertise of management and the internal accounting staff, (ii)
internal audit functions and (iii) the absence of an Audit Committee and (iv)
lack of controls relating to the issuance, recording, and control of Company
stock and shareholder ledgers all of which contributed to an ineffective system
of internal control at June 30, 2009.


40


Management
also identified a material weakness in our internal control over financial
reporting in that significant expenditures were made without adequate support
documentation.





Based on
our evaluation under the frameworks described above, our management has
concluded that our internal control over financial reporting was not effective
as of June 30, 2009.





In order
to correct the above mentioned deficiencies, we plan on taking the following
remediation measures:





1) We intend to hire an individual in
the accounting area who is familiar with US GAAP and SEC Reporting
Requirements.





2) We intend to designate an
independent Audit Committee as soon as we can identify appropriate
members.





3) We intend to segregate duties and
implement appropriate review procedures throughout the accounting and
administration controls.





This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.





/S/    James
      CatesJames
      CatesChief
      Executive Officer





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, 2009 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
                      
                      PositionJames
      E, Cates
                      
                      63
                      
                      President,
      Chief Executive Officer, Secretary, DirectorAdam
      Nettlefold
                      
                      26
                      
                      Chief
      Operating Officer, DirectorTimothy
      Neher
                      
                      43
                      
                      Chief
      Financial Officer, Treasurer, DirectorDaniel
      Benton
                      
                      34
                      
                      DirectorDr.
      K. Narayanaswamy
                      
                      53
                      
                      Chief
      Technology
Officer


41





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





Jim E. Cates





Jim Cates
has been President and Chief Executive Officer, Secretary and a Director of
Mikojo, Inc. since 2009.  He has a 30-year career as a high-level
executive in software technology companies.  He has a track record of
successfully leading large and small software companies in fulfilling their
technology and business missions, and aligning business needs with technology
investments.  He holds an M.S. Degree in Computer Science from Ohio
State University, and is the co-author of two books: "Climbing the Ladder of
Business Intelligence" and "CIO Wisdom".  He has worked at key
executive positions in some of America's best-known technology companies,
including IBM, Silicon Graphics, Synopsys, and Altera.At IBM 1971 to
1992, he managed many development projects in the areas of high-level languages,
Data Dictionaries and Data Base Systems including the first release of DB2 with
SQL. He was responsible for defining the IT strategic direction,
architecture strategy, and technology utilization strategy for IBM United States
Marketing Division at Silicon Graphics from 1992 to 1994, he was responsible for
defining and implementing World Wide Information System strategy, with oversight
over fourteen decentralized Business Units.  At Synopsys from 1994 to
1998, he was VP, CIO and Chief Quality Officer, with responsibilities for
strategy, budget, and implementation of Worldwide Information
Management.  At Altera from 4/2005 to 4/2008, he was VP/ CIO with
responsibilities for strategy, budget and implementation of Worldwide
Information Management.





Adam
Nettlefold





Adam
Nettlefold has been Chief Operating Officer and a Director of Mikojo, Inc. since
2009.  He holds a degree in Commerce/Law from Deakin University,
Melbourne, Australia and holds a Diploma of Commerce from Melbourne Institute of
Business & Technology. Adam founded Mikojo (Aust) in 2007 and grew the
company to profitability in less than 12 months. He also co-founded Ikojo.com,
an Online Advertising Network start-up. Prior to that he was employed by Google
Australia from 2003 to 2005.




Timothy
J.Neher




Timothy
J. Neher has been Chief Financial Officer, Treasurer and a Director of Mikojo,
Inc. since 2009.  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.




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.





Daniel
Benton





Daniel
Benton has been a director of Mikojo Incorporated since 2009.  He
completed a Bachelor of Applied Science Biochemistry Swinburne University,
Melbourne Australia in 1999.  Immediately thereafter, he moved to
Dubai, United Arab Emirates where he worked in the Microbiology Laboratory in
the Dubai Equine Hospital and for the Central Veterinary Research Laboratories
in Dubai.  In 2004, Mr. Benton returned to Australia and established
Benteq Pty Ltd an equine product distribution company.   In July
2008, he joined Mikojo Pty Ltd as head of sales and marketing.





Dr.
K. Narayanaswamy





Dr. K.
Narayanaswamy has been CTO of Mikojo Inc. since 2009. He completed a PhD in
Computer Science from University of Southern California; Swamy has headed up
numerous R&D and advanced technology projects.  He has performed
leading edge research for projects sponsored by the Defense Advanced Research
Projects Agency (DARPA), National Science Foundation (NSF), and the Intelligence
Community.  He was one of technical leads behind the development of
the TriggerWareTM technology.


42


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.





Adam
Nettlefold Resignation





The
Company accepted the resignation of Adam Nettlefold as a Chief Operating Officer
of the Company on October 14, 2009.





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 James Cates, Timothy Neher, Adam
Nettleford, Daniel Benton and Dr. K. Narayanaswamy are
our  only officers and directors, therefore, they are the only persons
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,
2009.





Board
Composition and Committees




Our Board
of Directors is composed of 4 members who are elected until their successors are
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.


43





Section
16(a) Beneficial Ownership Reporting Compliance.





Section
16(a) of the Securities Act of 1934 requires the Company's officers and
directors, and greater than 10% stockholders, to file reports of ownership and
changes in ownership of its securities with the Securities and Exchange
Commission. Copies of the reports are required by SEC regulation to be furnished
to the Company. Based on management's review of these reports during the fiscal
year ended June 30, 2009, all reports required to be filed were filed on a
timely basis.




ITEM
11.  EXECUTIVE COMPENSATION.




As
of June 30, 2009, the Company has paid no compensation to any executive of the
Company.





Employment
Agreements.





1)
            On
      September 23, 2008, LOBIS entered into an employment agreement with James
      Cates to act as the company’s Chief Executive Officer for an “at will”
      term at a base salary of $350,000 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 Mr. Cates to purchase up to
      2,000,000 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. The payment of
      salary and the Company’s obligation to deliver the Company options is
      contingent on the Company completing a
  financing.





2)
            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. The payment of
      salary and the Company’s obligation to deliver the Company options is
      contingent on the Company completing a
  financing.





3)
            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. The payment of
      salary and the Company’s obligation to deliver the Company options is
      contingent on the Company completing a
  financing.





Outstanding
Equity Awards at Fiscal Year End




None of
our executive officers received any equity awards, including, options,
restricted stock or other equity incentives, during the fiscal year ended June
30, 2009.


44





Additional
Narrative Disclosures




None.





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, 2009 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 September 30, 2009 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 27,530,600 shares of our common
stock outstanding as of September 30, 2009.




45




Amount and Nature of BeneficialOwnershipNotes
                                      Convertibleand Options andWarrantsExercisable
                                      Within
                                    
                                    
                                    Percent ofName of Beneficial Owner
                                    
                                    Shares
                                    
                                    
                                    60 Days
                                    
                                    
                                    ClassHolders
      of More than 5%Accelerated
      Venture Partners LLC (1)
                                      1840
      Gateway Dr. Suite 200
                                      Foster
      City, CA 94404
                                    
                                    
                                    10,880,816
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    39.52
                                    %Computing
      Services Support Solutions, Inc.
                                      5777
      W. Century Blvd., Suite 1185
                                      Los
      Angeles, CA 90045
                                    
                                    
                                    2,663,016
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    9.67
                                    %Daniel
      Benton
                                      Unit
      7/16 Markeri Street
                                      Mermaid
      Beach, QLD, Australia 4218
                                    
                                    
                                    900,000
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    3.27
                                    %Adam
      John Nettlefold
                                      Unit
      7/16 Markeri Street
                                      Mermaid
      Beach, QLD, Australia 4218
                                    
                                    
                                    5,634,000
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    20.46
                                    %Directors
      and Executive OfficersJames
      Cates, President, Secretary,
                                      CEO
                                      550
      Moreland Way, # 1210
                                      Santa
      Clara, CA 95054
                                    
                                    
                                    756,168
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    2.75
                                    %Timothy
      Neher, Treasurer, CFO (1)
                                      1840
      Gateway Dr. Suite 200
                                      Foster
      City, CA 94404
                                    
                                    
                                    10,880,816
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    39.52
                                    %Adam
      John Nettlefold, DirectorUnit
      7/16 Markeri Street
                                      Mermaid
      Beach, QLD, Australia 4218
                                    
                                    
                                    5,634,000
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    20.46
                                    %Dr.
      K. Narayanaswamy, CTO (2)
                                    
                                    
                                    
                                    
                                    
                                    
                                    05777
      W. Century Blvd., Suite 1185
                                      Los
      Angeles, CA 90045
                                    
                                    
                                    2,663,016
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    9.67
                                    %All
      executive officers and directors as a group (4 persons)
                                    
                                    
                                    20,077,832
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    72.93
                                    %




(1)
              Timothy
      Neher is the principal of Accelerated Venture Partners
  LLC
 (2)
              Dr.
      K. Narayanaswamy is the principal of Computing Services Support Solutions,
      Inc.
  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 4 members.  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, 2009 and 2008
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 $12,500,
respectively.
  46
 Audit
Related Fees
 
 The
aggregate fees billed in the fiscal year ended June 30, 2009 and 2008 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, 2009 and 2008 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, 2009 and 2008 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.
 
 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, 2009 and the quarterly reviews for the subsequent fiscal quarters of
2010 through the review for the quarter ended March 31, 2010 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, 2009 and 2008
(audited)
 
 ·
                Statements
      of Operations for the years ended June 30, 2009 and 2008
      (audited)
 
 ·
                Statements
      of Stockholders’ Deficit from 2008 through June 30, 2009
      (audited)
 
 ·
                Statements
      of Cash Flows for the years ended June 30, 2009 and 2008
      (audited)
 
 ·
                Notes
      to Financial Statements (audited)
  47
  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 June 30, 2009.31.1.
                    
                    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 pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
                    
                    Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
 
 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: October
20, 2009
 
 MIKOJO
      INCORPORATEDBy:
                  /s/ James
      CatesJames
      CatesChief
      Executive OfficerandPresident
 Date: October
20, 2009
 
 MIKOJO
      INCORPORATEDBy:
                  /s/ Timothy
      NeherTimothy
      NeherChief
      Financial Officer andTreasurer
 
 48
 
 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/ James CatesJames
      CatesDirectorDateOctober
      20, 2009By/s/ Timothy NeherTimothy NeherDirectorDateOctober
      20, 2009By/s/ Daniel BentonDaniel
      BentonDirectorDateOctober
      20,
2009
 
 49