Item 1. Financial Statements


En2Go International, Inc. (the “Company” or the “Issuer”), files herewith its unaudited consolidated balance sheet as of May 31, 2008, the related unaudited consolidated statements of operations for the three months ended May 31, 2008 and 2007, the nine months ended May 31, 2008, the period from inception on January 31, 2007 through May 31, 2007 and the period from inception on January 31, 2007 through May 31, 2008, the unaudited consolidated statement of stockholders’ equity for the period from inception on January 31, 2007 through May 31, 2008, and the related unaudited consolidated statements of cash flow for the nine months ended May 31, 2008 and for the period from inception on January 31, 2007 through May 31, 2007 and May 31, 2008. The accompanying financial statements do not include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, all of which are normal recurring adjustments, necessary to fairly present the financial condition of the Company for the interim periods presented. The financial statements included in this report on Form 10-QSB should be read in conjunction with the Company’s audited financial statements and the notes thereto included in its annual report on Form 10-KSB for the year ended August 31, 2007. Operating results for the quarter ended May 31, 2008 are not necessarily indicative of the results that may be expected for the year ending August 31, 2008.



2





EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


MAY 31, 2008






3


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]




CONTENTS


PAGE




Unaudited Consolidated Balance Sheet, May 31, 2008

5



Unaudited Consolidated Statements of Operations, for

the three months ended May 31, 2008 and 2007, the

nine months ended May 31, 2008, the period from

Inception on January 31, 2007 through May 31, 2007

and the period from inception on January 31, 2007

through May 31, 2008

6


Unaudited Consolidated Statements of Stockholders’

Equity, for the period from inception on January 31,

2007 through May 31, 2008

7


Unaudited Consolidated Statements of Cash Flows, for

the nine months ended May 31, 2008, for the period

from inception on January 31, 2007 through May 31,

2007 and May 31, 2008

8


Notes to Unaudited Consolidated Financial Statements

9



4


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


UNAUDITED CONSOLIDATED BALANCE SHEET


ASSETS


 

 

May 31,

 

 

2008

 

 

 

CURRENT ASSETS:

 

 

Cash

$

264,915

 

 

 

Total Current Assets

 

264,915

 

 

 

PROPERTY AND EQUIPMENT, net

 

116,886

OTHER ASSETS

 

20,336

 

 

 

Total Assets

$

402,137

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

Accounts payable

$

90,449

Accrued expense

 

12,115

 

 

 

Total Current Liabilities

 

102,564

 

 

 

Total Liabilities

 

102,564

 

 

 

STOCKHOLDERS' EQUITY:

 

 

Common stock, $.00001 par value,

 

 

100,000,000 shares authorized,

 

 

51,150,000 shares issued and

 

 

outstanding

 

511

Capital in excess of par value

 

5,773,536

Deficit accumulated during the

 

 

development stage

 

(5,474,474)

 

 

 

Total Stockholders' Equity

 

299,573

 

 

 

Total Liabilities and Stockholders’ Equity

$

402,137


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



5


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


 

 

 

 

 

 

For the

 

From Inception

 

From Inception

 

 

For the three

 

nine months

 

on Jan. 31,

 

January 31,

 

 

months ended

 

ended on

 

2007 thru

 

2007 Through

 

 

May 31,

 

May 31,

 

May 31,

 

May 31,

 

 

2008

 

2007

 

2008

 

2007

 

2008

 

 

 

 

 

 

 

 

 

 

 

REVENUE

$

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

COST OF GOODS SOLD

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT (LOSS)

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

Non-cash compensation

 

-

 

-

 

3,515,447

 

-

 

3,515,447

Salaries, wages and consulting

 

363,164

 

114,316

 

827,614

 

187,498

 

1,158,771

General and administrative

 

274,825

 

21,225

 

542,476

 

26,778

 

800,256

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

637,989

 

135,541

 

4,885,537

 

214,276

 

5,474,474

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE OTHER INCOME

 

 

 

 

 

 

 

 

 

 

(EXPENSE)

 

(637,989)

 

(135,541)

 

(4,885,537)

 

(214,276)

 

(5,474,474)

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

Interest expense

 

-

 

(2,986)

 

(6,448)

 

(2,986)

 

(20,170)

Forgiveness of debt

 

-

 

-

 

20,170

 

-

 

20,170

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

-

 

(2,986)

 

13,722

 

(2,986)

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE

 

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

(637,989)

 

(138,527)

 

(4,871,815)

 

(217,262)

 

(5,474,474)

 

 

 

 

 

 

 

 

 

 

 

CURRENT TAX EXPENSE

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

DEFERRED TAX EXPENSE

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(637,989)

$

(138,527)

$

(4,871,815)

$

(217,262)

$

(5,474,474)

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

PER COMMON SHARE:

$

(.01)

$

(.00)

$

(.10)

$

(.00)

 

 



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



6


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


FROM INCEPTION ON JANUARY 31, 2007 THROUGH MAY 31, 2008


 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

Accumulated

 

Common Stock

 

Capital In

 

During the

 

 

 

 

 

Excess of

 

Development

 

Shares

 

Amount

 

Par Value

 

Stage

 

 

 

 

 

 

 

 

BALANCE, January 31, 2007 (Inception)

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

Issuance of common stock upon organization

27,800,000

 

278

 

(278)

 

-

 

 

 

 

 

 

 

 

Recapitalization in a manner similar to a

 

 

 

 

 

 

 

  reverse acquisition, July 16, 2007

21,000,000

 

210

 

(210)

 

-

 

 

 

 

 

 

 

 

Common stock issued for $1.00 per

 

 

 

 

 

 

 

  share on July 16, 2007

1,000,000

 

10

 

999,990

 

-

 

 

 

 

 

 

 

 

Net loss for the year ended August 31, 2007

 

 

-

 

-

 

(602,659)

 

 

 

 

 

 

 

 

BALANCE, August 31, 2007

 49,800,000

 

498

 

999,502

 

(602,659)

 

 

 

 

 

 

 

 

Issuance of options for services to

 

 

 

 

 

 

 

  purchase 2,000,000 shares of common

 

 

 

 

 

 

 

  stock, November 30, 2007

-

 

-

 

2,369,447

 

-

 

 

 

 

 

 

 

 

Issuance of common stock for 1.00 per share

 

 

 

 

 

 

 

  net of offering costs of approximately $91,400

 

 

 

 

 

 

 

  on January 22, 2008

1,350,000

 

13

 

1,258,587

 

-

 

 

 

 

 

 

 

 

Issuance of options for consulting services to

 

 

 

 

 

 

 

  purchase 1,000,000 shares of common

 

 

 

 

 

 

 

  stock, January 23, 2008

-

 

-

 

1,146,000

 

-

 

 

 

 

 

 

 

 

Net loss for the period ended

 

 

 

 

 

 

 

  May 31, 2008

-

 

-

 

-

 

(4,871,815)

 

 

 

 

 

 

 

 

BALANCE, May 31, 2008

51,150,000

$

511

$

5,773,536

$

(5,474,474)


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



7


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


 

 

For the

 

From Inception

 

From Inception

 

 

nine months

 

On January 31,

 

On January 31,

 

 

ended

 

2007 Through

 

2007 Through

 

 

May 31,

 

May 31,

 

May 31,

 

 

2008

 

2007

 

2008

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

$

(4,871,815)

$

(217,262)

$

(5,474,474)

Adjustments to reconcile net loss to net cash provided

 

 

 

 

 

 

  (used) by operating activities:

 

 

 

 

 

 

Forgiveness of debt

 

(20,170)

 

-

 

(20,170)

Depreciation expense

 

10,657

 

-

 

14,734

Common Stock issued for services

 

3,515,447

 

-

 

3,515,447

Changes in assets and liabilities:

 

 

 

 

 

 

(Increase) decrease in prepaid expense

 

9,500

 

-

 

-

(Increase) decrease in other assets

 

(20,336)

 

-

 

(20,336)

Increase (decrease) in accounts payable

 

25,554

 

-

 

30,449

Increase (decrease) in accrued expense

 

15,792

 

2,986

 

32,285

 

 

 

 

 

 

 

Net Cash Provided (Used) by Operating Activities

 

 (1,335,371)

 

(214,276)

 

(1,922,065)

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Purchase of property and equipment

 

(64,314)

 

(2,693)

 

(71,620)

 

 

 

 

 

 

 

Net Cash (Used) by Investing Activities

 

(64,314)

 

(2,693)

 

(71,620)

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

Proceeds from sale of common stock

 

1,350,000

 

-

 

2,350,000

Stock offering costs

 

(91,400)

 

-

 

(91,400)

Proceeds from issuance of notes payable

 

-

 

350,000

 

350,000

Repayment of notes payable

 

(150,000)

 

-

 

(350,000)

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

1,108,600

 

350,000

 

2,258,600

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

(291,085)

 

133,031

 

264,915

 

 

 

 

 

 

 

Cash at Beginning of Period

 

556,000

 

-

 

-

 

 

 

 

 

 

 

Cash at End of Period

$

264,915

$

133,031

$

264,915

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

  Interest

$

-

$

-

$

-

  Income taxes

$

-

$

-

$

-

 

 

 

 

 

 

 

Supplemental Schedule of Noncash Investing and Financing Activities:

For the period from Inception on January 31, 2007 through May 31, 2008:

§In July 2007, the Company issued 27,800,000 shares of common stock in connection with a stock for stock acquisition which has been accounted for in a matter similar to a reverse purchase.

§In November 2007, the Company issued options to purchase 2,000,000 shares of common stock which were valued at $2,369,447 and recorded as non-cash compensation.

§In January 2008, the Company issued warrants to purchase 1,000,000 shares of common stock which were valued at $1,146,000 and recorded as non-cash compensation.


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



8


 EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization – The accompanying consolidated financial statements represent the accounts of En2Go International, Inc. (“Parent”), incorporated in the State of Nevada on August 23, 2002 (formerly Medusa Style Corporation) and En2Go, Inc. (“Subsidiary”), incorporated in the State of Nevada on January 31, 2007, (“the Company”). The company is planning to expand into a full-service production house and software solutions builder.  


On July 17, 2007, Parent completed an exchange agreement with Subsidiary wherein Parent issued 27,800,000 shares of its common stock in exchange for all the issued and outstanding common stock of Subsidiary. The Acquisition was accounted for as a recapitalization of Subsidiary in a manner similar to a reverse purchase as the former shareholders of Subsidiary controlled the combined Company after the acquisition. Following the acquisition and the transfer of an additional 10,750,000 shares from the shareholders of parent to the former shareholders of the subsidiary, the former shareholders of subsidiary control approximately 77% of the total outstanding stock of the combined entity. There was no adjustment to the carrying values of the assets or the liabilities of Parent or Subsidiary as a result of the recapitalization [See Note 4].


The operations of Parent are included only from the date of recapitalization. Accordingly, the previous operations and retained deficits of Parent prior to the date of recapitalization have been eliminated.


Interim Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at May 31, 2008 and 2007 and for the periods then ended have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s August 31, 2007 audited financial statements. The results of operations for the periods ended May 31, 2008 and 2007 are not necessarily indicative of the operating results for the full year.



9


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – PROPERTY AND EQUIPMENT


Property and Equipment consist of the following at May 31, 2008:


Computer Equipment

$

21,620

Equipment

 

110,000

Accumulated Depreciation

 

(14,733)

 

 

 

Total Property and Equipment (net)

$

116,886


Depreciation expense amounted to $10,657 and $0 for the periods ended May 31, 2008 and 2007, respectively.


NOTE 3 – NOTES PAYABLE


 

 

May 31,

 

 

2008

 

 

 

The Company issued note payables of $350,000 to an individual during 2007. The notes accrue interest at 10% per annum, are due on demand and have accrued interest payable of $0 at May 31, 2008. The Company repaid $200,000 of the notes during 2007 and the balance of $150,000 in 2008 and accrued interest of $20,170 was forgiven and recognized as other income.

$

-


Interest expense for the periods ended May 31, 2008 and February 28, 2007 was $6,448 and $0, respectively.


NOTE 4 - COMMON STOCK


Common Stock – The Company has authorized 100,000,000 shares of common stock with a par value of $.00001. At May 31, 2008, the Company had 51,150,000 shares of common stock issued and outstanding.


Warrants During January 2008 the Company issued 1,000,000 warrants valued at $1,146,000, or approximately $1.146 per warrant, to purchase stock for consulting services. The fair value of each warrant granted is estimated on the date granted using the Black-Scholes option pricing model with the following weighted-average assumptions; risk-free interest rates of 2.81%, expected dividend yields of zero, expected life of 5 years, and expected volatility of 173%.



10


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - COMMON STOCK [Continued]


Private Placement of Common Stock – On October 31, 2007 the Board of Directors approved the issuance of a private placement memorandum for 1,350,000 shares of common stock at $1.00 per share. On January 22, 2008, we completed a private placement of 1,350,000 shares of our common stock at a purchase price of $1.00 per share to persons who were not “U.S. Persons” within the meaning of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Also, stock offering costs of $91,400 have been recorded against capital in excess of par value.


2007 Stock Plan During November, 2007 the Board of Directors of the Company adopted and approved the 2007 Stock Plan, which plan was subsequently amended and restated effective July 1, 2008 (“the Plan”). The Plan provides both for the direct award or sale of shares and for the granting of options to purchase shares. Options granted under the plan may include qualified and non-qualified stock options. The aggregate number of shares that may be issued under the plan shall not exceed 7,500,000 shares of common stock, and are issuable to directors, officers, employees and consultants of the Company. Awards under the Plan will be granted as determined by Committees of the Board of Directors or by the Board of Directors. The options will expire after 10 years or 5 years in the case of certain qualified options. The exercise price of a non-qualified option must be at least 100% of the market price on the date of issue. The exercise price of a qualified option must be at least equal to the market price or 110% of the market price on the date of issue if the option holder owns at least 10% of the common stock of the Company. During November, 2007, the Board of Directors authorized the granting of options to purchase 2,000,000 shares of common stock at $1.00 per share. The fair value of each option granted is estimated on the date granted using the Black-Scholes option pricing model with the following weighted-average assumptions; risk-free interest rates of 4.4%, expected dividend yields of zero, expected life of 10 years, and expected volatility of 150%. The options vested immediately and were valued in total at $2,369,447. Options granted under the Plan are subject to the Plan being approved by the stockholders of the Company within one year from the date the Plan was adopted.



11


EN2GO INTERNATIONAL, INC. AND SUBSIDIARY

(Formerly Medusa Style Corporation)

[A Development Stage Company]


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - LOSS PER SHARE


The following data show the amounts used in computing loss per share for the periods presented:


 

 

For the Three

 

For the Nine

 

From Inception on

 

 

Months Ended

 

Months Ended

 

Jan. 31, 2007

 

 

May 31,

 

May 31,

 

thru May 31,

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Income (loss) available to

 

 

 

 

 

 

 

 

  common shareholders

 

 

 

 

 

 

 

 

  (numerator)

$

(637,989)

 $

(138,527)

 $

(4,871,815)

 $

(217,262)

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

  common shares outstanding

 

 

 

 

 

 

 

 

  used in loss per share for the

 

 

 

 

 

 

 

 

  period (denominator)

 

 51,150,000

 

 -

 

 50,440,511

 

-


Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.



12


Item 2. Management's Discussion and Analysis or Plan of Operation


Overview


En2Go International, Inc., a Nevada corporation, is a start-up company that plans to become a full service entertainment and technology company that will create and develop a variety of media and entertainment related programs and applications including, cutting edge media delivery software, Internet video applications and high-end, innovative desk top applications.  We believe the future of the entertainment and media industry will incorporate a combination of Internet, entertainment and communications, which we refer to as “En2go!” or “Entertainment To Go” and we plan to take part in this development by pursuing opportunities in telecommunications as both a development partner to today’s leading carriers and as an entertainment solutions provider to major entertainment companies.  Our operations are conducted through our wholly owned subsidiary, En2Go, Inc., a Nevada corporation (“En2Go Nevada”).  Unless other indicated, En2Go International, Inc. and En2Go Nevada are referred to collectively in this report as “we,”  “us,” the “Issuer” or the “Company.”


Our business is subject to several significant risks, any of which could materially adversely affect our business, our operating results, our financial condition and the actual outcome of matters as to which we make forward-looking statements, including the risk factors described in our annual report on Form 10-KSB for our fiscal year ended August 31, 2007.


On July 17, 2007, the Issuer, then named Medusa Style Corp., completed an exchange agreement with En2Go Nevada pursuant to which the Issuer issued 27,800,000 shares of its common stock to the shareholders of En2Go Nevada in exchange for all the issued and outstanding common stock of En2Go Nevada and En2Go Nevada became a wholly owned subsidiary of the Issuer.  The acquisition was accounted for as a recapitalization of En2Go Nevada in a manner similar to a reverse purchase as the former shareholders of En2Go Nevada controlled the combined company after the acquisition.  Following the acquisition and the transfer of an additional 10,750,000 shares from the shareholders of the Issuer to the former shareholders of En2Go Nevada, the former shareholders of En2Go Nevada controlled approximately 77% of the total outstanding stock of the Issuer.  There was no adjustment to the carrying values of the assets or the liabilities of the Issuer or En2Go Nevada as a result of the recapitalization.  The Issuer’s financial statements include the operations of the Issuer only from the date of the recapitalization and include the operations of En2Go Nevada from its inception on January 31, 2007.


Forward Stock Split


On April 10, 2007, we completed a forward stock split by issuing two new shares of our common stock for every one share previously issued.  All share figures in this report have been adjusted to give effect to such stock split.  


Liquidity and Capital Resources


We currently have very limited liquidity and our capital resources as of May 31, 2008 consisted primarily of cash in the amount of $264,915, property and equipment net of depreciation in the amount of $116,886, other assets in the amount of $20,336 and the framework of code, utilities, applets and applications developed by the En2go team to various levels of completion.  At May 31, 2008, we had total current liabilities of $102,564 consisting of accounts payable of $90,449 and accrued expenses of $12,115.  Our current assets minus our current liabilities was $162,351 as of May 31, 2008 and, as discussed below, due to our limited resources, our lack of revenues and our ongoing costs of operation, we are dependent on our receipt of additional capital in order to continue our operations.  



13


Our future capital requirements depend on numerous factors, including but not limited to: revenue generated from operations and market acceptance of our products and services; resources needed for the development of our products and services; and resources needed for sales, marketing and other operating activities. We do not believe our existing capital resources will enable us to maintain our current and planned operations and we are dependent on our receipt of additional capital in order to continue our operations and continue to implement our business plan.  Future required capital, may not be available on acceptable terms or at all.  If adequate funds are not available, we may be required to curtail significantly or defer one or more of our operating goals or programs, or take other steps that could harm our business or future operating results. We will continue to consider future financing alternatives, which may include the incurrence of debt, additional public or private equity offerings or an equity investment by a strategic partner.


Cash Sources and Uses


In the fourth quarter of our 2007 fiscal year, in connection with our acquisition of En2go Nevada, we received $1.0 million from the sale of common stock to further our business objectives.  


On January 22, 2008, we completed a private placement of 1,350,000 shares of our common stock at a purchase price of $1.00 per share to persons who were not “U.S. Persons” within the meaning of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). We received net proceeds from the placement of approximately$1,258,600 after deducting offering costs of $91,400 including placement fees.  


During the second quarter of 2008, we used $150,000 of the private placement proceeds to pay the remaining balance of our notes payable.  The holder of the notes accepted the $150,000 payment in full satisfaction of the notes and waived the payment of $20,170 in accrued and unpaid interest thereon.  We had issued the notes payable to an individual during 2007 in the aggregate principal amount of $350,000.  We repaid $200,000 of the notes during 2007and repaid the remaining $150,000 in February, 2008.    


We plan to raise additional capital to support the additional contracts and initiatives that we will be pursuing. However, no assurances can be given that any such capital will be available on terms acceptable to us or at all.


Financing Activities


The $1.0 million and $1.35 million equity infusions described above have been our main source of capital. It is our desire to establish lines of credit as we meet our business objectives and we will pursue other possibly needed financing as the business requires.  However, no assurances can be given that credit lines or other types of financing will be available to us on acceptable terms, or at all.


Overview of Operations


Capitalizing on the recent growth and explosion of digital media, wireless devices, and Web 2.0, we are currently in the process of completing the development of software solutions to better manage data sets and present them in a user-friendly way.  Our development team and outside consultants are in the process of determining the types of programming that would most appeal to the viewing public, and utilizing developmental resources to deliver such programming via Virtual Server environments.  These original environments enhance the user’s experience with superior quality video and audio Internet content.  Our emphasis on Video and Communication technologies have enabled us to pursue digital delivery, content development, and merging desktop technologies through our software applications.



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Underlying this technology is our developing code in the C++, C# and Objective-C programming languages for use with Microsoft’s Vista Operating System, Windows Mobile, other mobile devices, and Apple’s Mac OS X platform. We have successfully built prototypes of these applications using our proprietary technology.


In addition to programming, we are currently engaged in work that we believe will lead to the establishment of a technical infrastructure called “En2ools.” If we are successful in developing this infrastructure, we plan to partner with organizations using our En2ools proprietary framework.


Aside from En2ools framework, our uniqueness stems from our development team led by experienced management personnel who have previously attracted world-class leaders in technology, music, entertainment, and communications. These individuals are facilitating our business model and allowing us to establish the Company as an innovative leader of entertainment and technology convergence on desktops.


Looking forward, we plan to participate in future projects and pursue targeted opportunities for partnership, joint venture and other forms of investment. Our plan involves licensing original content, technology and services for other entertainment projects and continuing to develop unique solutions and technologies.


Results of Operations


We were only recently incorporated on January 31, 2007. As a result, the first nine months of our 2008 fiscal year cannot easily be compared to the corresponding period in 2007 because at May 31, 2007, we had only be in existence for five months.


For the three month periods ended May 31, 2008 and 2007, we generated no revenues and booked no income. During the three month period ended May 31, 2008, we incurred expenses of $637,989, consisting of salaries, wages and consulting fees of $363,164 and general and administrative expenses of $274,825. This compares with expenses of $135,541 incurred during the three months ended May 31, 2007, consisting of: salaries, wages and consulting fees of $114,316 and general and administrative expenses of $21,225. As a result, our net loss for the three month period ended May 31, 2008 was $637,989 as compared to a net loss of $138,527 for the three months ended May 31, 2007. The $248,848 increase in salaries, wages and consulting fees in 2008 as compared to 2007 is primarily due to the authorization of a $100,000 bonus to a director and employee of the Company (of which $50,000 was paid and $50,000 accrued), additional consultants engaged by the Company for product development, new business development and general administrative activities. The $253,600 increase in general and administrative expenses in 2008 over 2007 is primarily due to increased expenses related to rent, travel and general office expenses.



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For the nine month period ended May 31, 2008 and for the period from inception on January 31, 2007 through May 31, 2007, we generated no revenues and booked no income.  During the first nine months of our 2008 fiscal year we incurred expenses of $4,885,537, consisting of: non-cash compensation of $3,515,447; salaries, wages and consulting fees of $827,614; and general and administrative expenses of $542,476.  During this period, we also incurred interest expense of $6,448 and recognized other income of $20,170 resulting from the forgiveness of accrued and unpaid interest on our notes payable to an individual.  As a result, our net loss for the nine month period ended May 31, 2008 was $4,871,815.  The non-cash compensation expense resulted from our grant of stock options during November 2007 to two of our directors and our issuance of a total of 1,000,000 non-transferable common stock purchase warrants to two consultants in January 2008 as partial payment for services under their respective consulting agreements.  The options granted to our directors entitle them to purchase an aggregate of 2,000,000 shares of our common stock at an exercise price of $1.00 per share.  The fair value of the options was estimated using the Black-Scholes option pricing model and the options were valued at $2,369,447.  The warrants issued to the consultants are exercisable at a price of $1.00 per share, have a term of five years and are entitled to “piggy-back” registration rights.  The fair value of the warrants was estimated using the Black-Scholes option pricing model and the warrants were valued at $1,146,000.   


During the period from January 31, 2007 through May 31, 2007, we incurred expenses of $214,276, consisting of salaries, wages and consulting fees of $187,498 and general and administrative expenses of $26,778.  During this period, we also incurred interest expense of $2,986.  As a result, our net loss for the period from inception on January 31, 2007 through May 31, 2007 was $217,262.  The $640,116 increase in salaries, wages and consulting fees during the nine months ended May 31, 2008 as compared to the approximately five months ended May 31, 2007 is primarily due to the difference in length of the periods being compared and to the authorization of a $100,000 bonus to a director and employee of the Company during the third quarter of 2008 (of which $50,000 was paid and $50,000 was accrued), additional consultants engaged by the Company for product development, new business development and general administrative activities.  The $515,698 increase in general and administrative expenses during the nine months ended May 31, 2008 as compared to the approximately five months ended May 31, 2007 is prima