On November 6, 2009, we entered into a Settlement Agreement with SpongeTech Delivery Systems, Inc., pursuant to which the pending litigation between us was dismissed with each party to bear its own costs. We also entered into our standard form of Augmented Reality Link Terms of Service Agreement with SpongeTech, providing that it will be placed on the GetFugu platform and will not be charged any service fee for up to 20 ARLs.

On November 2, 2009, we entered into a stipulation with Amber Capital Corporation for the issuance of 16 million shares of our common stock, in order to resolve claims for compensation for advisory services. The transaction was exempt under Section 3(a)(10) of the Securities Act, as securities issued in exchange for outstanding claims, where the terms and conditions of such issuance and exchange are approved by a court, after a hearing upon the fairness of such terms and conditions.

On November 5, 2009, we entered into a stipulation with Summit Trading Limited for the issuance of 4 million shares of our common stock, in order to resolve claims for compensation for consulting services. The transaction was exempt under Section 3(a)(10) of the Securities Act, as securities issued in exchange for outstanding claims, where the terms and conditions of such issuance and exchange are approved by a court, after a hearing upon the fairness of such terms and conditions.

On November 6, 2009, we entered into a Subscription Agreement with R.M. Enterprises International, Inc. for the purchase of 5,250,525 shares of our common stock in exchange for $1,750,000 which was previously paid to us. The shares issued to R.M. are restricted. R.M. was also granted piggy-back registration rights. The issuance was exempt under Section 4(2) of the Securities Act, as a transaction by an issuer not involving any public offering.

Appointment of Carl Freer as President and Director

Carl Freer, 39, was appointed as our president and as a member of our board of directors effective November 2, 2009. Mr. Freer has more than 15 years experience as a marketing and technology entrepreneur, successfully raising over $350 million in investment capital, and amassing $2.5 billion in market capitalization for his companies. Prior to co-founding GetFugu in April 2009, he served as SVP Business Development of Media Power Inc. in 2008. Mr. Freer founded mobile gaming platform Gizmondo in 2002, and was chairman of the board of directors at its parent company, Tiger Telematics Inc. until October 2005. He has been recognized as a pioneer in mobile technology and innovative approaches to advertising.

Appointment of Michael Solomon as Chairman of the Board

Michael Jay Solomon, 71, was appointed to our board of directors on May 18, 2009, and has served as chairman since July. Mr. Solomon served as President of Warner Bros. International Television (NYSE: TWX) from 1989 to 1994. Since that time, he has helmed television communications company Solomon Entertainment Enterprises, distributing independent content to the international market. Mr. Solomon co-founded television syndication company Telepictures Corporation (Nasdaq) in 1978, and served as president of Lorimar Telepictures Corp. until 1989. He also served eight years with United Artists and fourteen years with MCA/Universal. Mr. Solomon was a founder of the American Film Market Association and The Sam Spiegel Film & Television School, and has served on the Board of Overseers of New York University's Stern School of Business for twenty years.

Appointment of Alan J. Bailey as Director

Alan J. Bailey, 62, joined our board effective November 2, 2009. Mr. Bailey is a veteran of the entertainment industry with 35 years of senior level corporate finance, audit and compliance experience. He served as Senior Vice President and Treasurer at Paramount Pictures from 1975 through March 2009. Mr. Bailey is an operating partner in Transworld Capital Group which specializes in structuring complex financial transactions. Mr. Bailey is also Vice President of the Shanghai Film Art Academy , a motion picture and television college based in Shanghai with more than 3,000 active film students. In April 2009, he formed new media company Dynamic Media International Inc. where he serves as chief operating officer and chief financial officer. Mr. Bailey previously served as Vice President in charge of offshore financial operations at Gulf + Western Industries, and served in public accounting with an affiliate of Ernst & Young and with Grant Thornton as a senior audit supervisor. He is a Fellow of the English Institute of Chartered Accountants.

Appointment of Derek Norton as Chief Operating Officer

Derek Norton, 45, was appointed our chief operating officer effective October 19, 2009. Mr. Norton is an accomplished entrepreneur and venture capitalist with 20 years of business building and executive management experience in technology, Internet and media. Prior to joining us he served as managing partner of Watertower Group, a boutique venture capital fund he founded in February 2002. From July 1999 to January 2002, Mr. Norton served as a Principal with Entertainment Media Ventures, a $120 million early stage fund focused on broadband infrastructure, consumer internet and digital media sectors. From 1991 until 1998, he founded and built Jeffries Technologies into one of Inc. Magazine's 500 fastest growing privately held U.S. companies, providing network enterprise architecture and systems integration to Global 2000 businesses. In 1995, Mr. Norton founded Digital Boardwalk, a provider of web based service solutions. He holds a BA in Communications from University of Southern California.

Appointment of Michael O'Connor as Director

Michael J. O'Connor, 43, joined our board effective July 26, 2009. Mr. O'Connor has served as Vice-Chairman of telecommunications provider Globalive Communications Corporation since August 2008. He has twenty years experience in finance, mergers and acquisitions in telecommunications, as well as designing and implementing sophisticated financial planning tools in support of major capital raises. Mr. O'Connor served as one of six founding members of the Executive Committee of Orascom Telecom from November 1999 to July 2008, whose parent company Weather Investments boasts more than 110 million subscribers. He founded the Center for Economic and Financial Analysis at Science Applications International Corporation, one of the largest consultancy companies in the country. He began his career at the Economic Council of Canada/School of Policy Studies Queens University. He holds a Masters Degree in Economics from Carleton University.

Appointment of Chuck Timpe as Director

Chuck Timpe, 62, joined our board effective November 2, 2009. Mr. Timpe is a senior financial executive with extensive experience in public company finance, compliance and technical accounting issues. He has served as a director since 1998 and chairman of the audit committee since 2002 for IPC The Hospitalist Company, Inc. (NasdaqGM: IPCM), and as a director of Internet social network CrowdGather, Inc. (CRWG.OB) since May 2009. From 2003 to November 2008, Mr. Timpe served as the chief financial officer of Hythiam, Inc. (NasdaqGM:
HYTM). He was chief financial officer from its inception in 1998 to 2003 of Protocare, Inc. Mr. Timpe was a principal in two consulting firms he co-founded, chief financial officer of National Pain Institute, treasurer and corporate controller for American Medical International, Inc., now Tenet Healthcare Corp. (NYSE: THC). He specialized in public company audits at Arthur Andersen, LLP. Mr. Timpe received a B.S. from University of Missouri, School of Business and Public Administration, and is a certified public accountant.

Directors

Each of our new directors was granted 10-year options to purchase 2 million shares of our common stock at an exercise price of $0.37 per share, one-sixth of which vest in six months and the remainder monthly over 3 years. Non-employee directors will accrue board compensation of $10,000 per month, $15,000 per month . . .

Appointment of Ivan Kozhuharov as Chief Software Architect

Effective as of September 21, 2009, Ivan Kozhuharov, 33, was appointed our Chief Software Architect. Mr. Kozhuharov brings more than 15 years experience in software architecture, parallel programming, mobile systems and project management. From June 2007 to November 2009 he served as president of IKData, Inc., a software research and development company. From April 2008 to May 2009, Mr. Kozhuharov served as Chief Technology Officer and Vice President of Engineering at GetFugu Inc./Media Power Inc., a mobile marketing network company and global developer of high technology products. From October 2005 to June 2007, Mr. Kozhuharov served as Senior Software Architect and Business Analyst at ASISTONE LLC. ASIATONE, LLC was the first developer of an open, extensible, account based real-time mobile payment system, engineered specifically for cross border mobile money transactions. From June 2005 to October 2005, Mr. Kozhuharov served as Lead Senior Solution Engineer at NMK, LLC, a mobile solutions company specializing in wireless mobile music applications. From January 2004 to June 2005, Mr. Kozhuharov served as Software Architect and Vision Recognition Engineer at MILARA, Inc. MILARA, Inc. is a world leader in the development, manufacturing, servicing and/or licensing of manual, or semi-automatic stencil/screen printers, dispensers, and wafer printers for the Surface Mount Technology and Semiconductor Industries. Mr. Kozhuharov architected and managed a first place prize winner for one of the biggest trading platforms in Eastern Europe, architected and engineered a Semicon West award-winning semiconductor wafers system, created a real-time mobile payment system engineered for mobile cross border money transactions, and a mobile platform that allows wireless audio recognition. He is a Microsoft Certified Solution Developer, Microsoft Certified Professional, Cognex Computer Vision Certified Engineer and Motion Controllers Advanced Level Certified Engineer, and an active member of the International Association of Software Architects (IASA) and the International .NET Association (INETA). Mr. Kozhuharov has a Post Master in Telecommunications from Technical University, Sofia, Bulgaria and a BS/MS in Industrial Management and Product Development from University of Chemical Technology and Metallurgy, Sofia, Bulgaria.

No Litigation

There is no litigation of any kind pending against us.

Audit Committee

Our Audit Committee consists of Chuck Timpe (Chair), Alan Bailey and Michael O'Connor. Our board of directors has determined that all three are independent directors under the independence standards of the American Stock Exchange, as well as audit committee financial experts as defined in Item 407(d)(5) of Regulation S-B.

Compensation Committee

Our Compensation Committee consists of Donald Kurz (Chair) and Leathem Stearn. Our board has determined that both are independent directors under the independence standards of the American Stock Exchange.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Alan Bailey (Chair) and Donald Kurz. As noted above, our board has determined that both are independent directors.

Strategic Planning Committee

Our Strategic Planning Committee consists of Michael O'Connor (Chair) and Leathem Stearn. As noted above, our board has determined that both are independent directors.

Special Committee

Our Special Committee consists of Leathem Stearn (Chair) and Michael Solomon. Our board has determined that both are independent directors under the independence standards of the American Stock Exchange. Mr. Solomon also serves as chairman of our board of directors.

Committee Charters and Code of Ethics

On November 2, 2009, our board adopted an Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, Code of Ethics and Insider Trading Policy, copies of which are filed herewith.

New Offices

Our new executive offices are located at 8560 West Sunset Boulevard, 7th Floor, West Hollywood, California.

Unless otherwise required by law, we disclaim any obligation to release publicly any updates or changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statements are based.

(d) Exhibits. The following exhibits are filed herewith

     Exhibit 3.1  Audit Committee Charter

     Exhibit 3.2  Compensation Committee Charter

     Exhibit 3.3  Nominating and Governance Committee Charter

Exhibit 10.1 Settlement Agreement, dated November 5, 2009, among GetFugu, Inc., and SpongeTech Delivery Systems, Inc. and R.M. Enterprises International Inc.

Exhibit 10.2 Subscription Agreement, dated November 6, 2009 among GetFugu, Inc., and R.M. Enterprises International Inc.