REGO PAYMENT ARCHITECTURES, INC. - Quarter Report: 2010 March (Form 10-Q)

f51310010q.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended March 31, 2010

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from______ to _______

Commission File Number 000-51523

MOGGLE, INC.

(Exact name of registrant as specified in its charter)

Delaware		35-2327649
(State or other jurisdiction of		IRS Employer
incorporation or organization)		Identification No.)

#111 Presidential Boulevard

Suite 212

Bala Cynwyd, PA 19004

(Address of principal executive offices) (Zip Code)

(215) 463-4099

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer o	Accelerated Filer o
Non-accelerated Filer o	Smaller reporting company x

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

The number of shares of the registrant's Common Stock, no par value, outstanding as of March 31, 2010 was 46,711,561 shares.

C O N T E N T S

		Page

Part I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis or Plan of Operation	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 2.	Sales of Unregistered Securities	26

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Submission of Matters to a Vote of Security Holders	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

SIGNATURES		27

Item 1. Financial Statements -

Moggle, Inc.

(A Development Stage Company)

Financial Statements

March 31, 2010

Moggle, Inc.

(A Development Stage Company)

CONTENTS

								PAGE

BALANCE SHEETS								5


STATEMENTS OF OPERATIONS								6


STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)								7


STATEMENTS OF CASH FLOWS								8


NOTES TO FINANCIAL STATEMENTS								9 to 17

Moggle, Inc.

(A Development Stage Company)

Balance Sheets


		March 31, 2010			December 31, 2009
		(Unaudited)			(Audited)
	ASSETS

CURRENT ASSETS
	Cash and cash equivalents	$	3,485		$	44,710
	Other receivable		42,768			42,768

TOTAL CURRENT ASSETS			46,253			87,478

PROPERTY AND EQUIPMENT
	Computer equipment		5,582			5,582
	Less: accumulated depreciation		2,093			1,814
			3,489			3,768

OTHER ASSETS
	Deposit		2,667			2,667

TOTAL ASSETS		$	52,409		$	93,913


	LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
	Accounts payable and accrued expenses		38,117		$	63,115
	Note payable - stockholder		20,000			-

TOTAL CURRENT LIABILITIES			58,117			63,115

STOCKHOLDERS' EQUITY (DEFICIT)

	Preferred stock, $.0001 par value; 2,000,000 shares authorized;
	none issued and outstanding at March 31, 2010 and
	December 31, 2009		-			-

	Common stock, $ .0001 par value; 150,000,000 shares authorized;
	46,711,561 and 43,818,703 shares issued and outstanding
	at March 31, 2010 and December 31, 2009		4,671			4,382

	Additional paid in capital		3,398,183			3,246,778

	Deficit accumulated during the development stage		(3,408,562	)		(3,220,362	)

STOCKHOLDERS' EQUITY (DEFICIT)			(5,708	)		30,798

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	52,409		$	93,913

See accompanying notes to financial statements.

Moggle, Inc.

(A Development Stage Company)

Statements of Operations

For the period February 11, 2008 (Date of Inception) to March 31, 2010,

For the Three Months Ended March 31, 2010 and 2009

(Unaudited)

				Three Months			Three Months
	Cumulative			Ended			Ended
	Since			March 31,			March 31,
	Inception			2010			2009

SALES	$	-		$	-		$	-

OPERATING EXPENSES
General and administrative		189,242			14,483			21,184
Consulting (a)		1,670,297			43,175			249,266
Payroll (b)		435,444			31,152			-
Professional fees		405,498			32,070			63,814
Research and development		113,269			-			-
Travel		595,645			67,321			83,449
Total operating expenses		3,409,395			188,201			417,713

OTHER INCOME
Interest income		833			1			439

NET LOSS	$	(3,408,562	)	$	(188,200	)	$	(417,274	)

BASIC AND DILUTED NET LOSS PER
COMMON SHARE				$	(0.00	)	$	(0.01	)

BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING					45,449,656			35,954,943

(a)

– includes share-based compensation of $1,442,636 cumulative, $4,829 and $211,676 for the three months ended March 31, 2010 and 2009.

(b)

– includes share-based compensation of $435,444 cumulative, $31,152 and $0 for three months ended March 31, 2010 and 2009.

See accompanying notes to financial statements.

Moggle, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Equity (Deficit)

For the Period February 11, 2008 (Date of Inception) to March 31, 2010

								Deficit
	Common							Accumulated
	Stock				Additional			During the
	Number of				Paid-In			Development
	Shares		Amount		Capital			Stage			Total

Issuance of initial 19,000,000 shares on February 11, 2008		19,000,000	$	1,900	$	17,100		$	-		$	19,000
Issuance of shares of common stock		13,788,276		1,379		483,681			-			485,060
Exercise of options		2,250,000		225		89,775			-			90,000
Exercise of warrants		250,000		25		9,975			-			10,000
Fair value of employee stock option grants		-		-		404,292			-			404,292
Fair value of non-employee stock option/warrant grants		-		-		108,777			-			108,777
Net loss		-		-		-			(983,886	)		(983,886	)

Balance, December 31, 2008		35,288,276		3,529		1,113,600			(983,886	)		133,243

Exercise of warrants		4,000,000		400		159,600			-			160,000
Exercise of options		2,750,000		275		109,725			-			110,000
Issuance of shares of common stock		600,000		60		599,940			-			600,000
Stock issuance costs		-		-		(65,000	)		-			(65,000	)
Fair value of common stock issued for services		1,180,427		118		1,280,309			-			1,280,427
Fair value of non-employee stock option/warrant grants		-		-		48,604			-			48,604
Net loss		-		-		-			(2,236,476	)		(2,236,476	)

Balance, December 31, 2009 (Audited)		43,818,703		4,382		3,246,778			(3,220,362	)		30,798

Exercise of warrants		1,892,858		189		75,525			-			75,714
Exercise of options		1,000,000		100		39,900			-			40,000
Fair value of non-employee stock option grants		-		-		35,980			-			35,980
Net loss		-		-		-			(188,200	)		(188,200	)

Balance, March 31, 2010 (Unaudited)		46,711,561		4,671		3,398,183			(3,408,562	)		(5,708	)

See accompanying notes to financial statements.

Moggle, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Period February 11, 2008 (Date of Inception) to March 31, 2010

And For the Three Months Ended March 31, 2010 and 2009

(Unaudited)

				Three Months			Three Months
	Cumulative			Ended			Ended
	Since			March 31,			March 31,
	Inception			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,408,562	)	$	(188,200	)	$	(417,274	)
Adjustments to reconcile net loss to net cash
used in operating activities
Fair value of options issued in exchange for services		597,653			35,980			211,676
Fair value of stock issued in exchange for services		1,280,427			-			-
Depreciation		2,093			279			279
Increase in assets
Other receivable		(42,768	)		-			-
Deposits		(2,667	)		-			(2,667	)
Increase in liabilities
Accounts payable and accrued expenses		38,117			(24,998	)		36,575

Net cash used in operating activities		(1,535,707	)		(176,939	)		(171,411	)

CASH FLOWS FROM INVESTING ACTIVITIES
Puchase of equipment		(5,582	)		-			-

Net cash used in investing activities		(5,582	)		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable - stockholder		20,000			20,000			-
Proceeds from issuance of common stock		1,104,060			-			-
Proceeds from common stock subscribed		-			-			400,000
Proceeds from exercise of options		275,714			75,714			-
Proceeds from exercise of warrants		210,000			40,000			40,000
Stock issuance costs		(65,000	)		-			-

Net cash provided by financing activities		1,544,774			135,714			440,000

NET INCREASE IN CASH AND
CASH EQUIVALENTS		3,485			(41,225	)		268,589

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		-			44,710			128,359

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	3,485		$	3,485		$	396,948

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

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business

The Company is a development stage enterprise incorporated in the state of Delaware on February 11, 2008. Since inception, substantially all of the efforts of the Company have been developing technologies for multiplayer online role playing games. The Company is in the development stage of raising capital, financial planning, establishing sources of supply, and acquiring property and equipment. The Company anticipates establishing global markets for its technologies.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 these estimates.

Comprehensive Income

The Company follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive income, comprehensive income (loss) is equal to net income (loss).

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, other receivable and accounts payable. The carrying value of cash, other receivable and accounts payable approximate fair value, because of their short maturity.

Concentration of Credit Risk Involving Cash

The Company may have deposits with a financial institution which at times exceed Federal Depository Insurance coverage of $250,000.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents.

Revenue Recognition

In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, the Company will recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or determinable, and (iv) collectibility of the sales revenues is reasonably assured. Subject to these criteria, the Company will generally recognize revenue from the sale of role playing games when shipped.

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2008 and 2009 remain subject to examination by major tax jurisdictions.

Loss Per Share

The Company follows FASB ASC 260 when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for the three months ended March 31, 2010 and 2009, common stock equivalents, including stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same.

Start-up Costs

In accordance with FASB ASC 720, start-up costs are expensed as incurred.

Research and Development Costs

In accordance with FASB ASC 730, research and development costs are expensed when incurred.

Recently Issued Accounting Pronouncements Not Yet Adopted

In April 2010 the FASB issued Accounting Standards Update (ASU) No. 2010-13, Compensation – Stock Compensation (ASC Topic 718), Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This Update provides amendments to Accounting Standards Codification (ASC) Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. This standard will be adopted effective January 1, 2011.

As of March 31, 2010, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements.

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Adopted Accounting Pronouncements

In January 2010, FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (ASC Topic 820), Improving Disclosures about Fair Value Measurements. This update provides amendments to ASC Topic 820 that will provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. This standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. This standard is not currently applicable to the Company.

In January 2010, FASB issued ASU No. 2010-05, Compensation – Stock Compensation (ASC Topic 718), Escrowed Share Arrangements and the Presumption of Compensation. This update codifies Emerging Issues Task Force D-110. This standard is not currently applicable to the Company.

In January 2010, FASB issued ASU N0. 2010-01, Equity (ASC Topic 505), Accounting for Distributions to Shareholders with Components of Stock and Cash. The update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected prospectively in earnings per share and is not considered a stock dividend for purposes of ASC Topic 505 and Topic 260, Earnings Per Share. This standard is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. This standard is not currently applicable to the Company.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow from operations during the development stage. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is in the development stage at March 31, 2010. Successful completion of the Company’s development program and, ultimately the attainment of profitable operations is dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investment or achieve an adequate sales level.

NOTE 3 – OTHER RECEIVABLE

During the year ended December 31, 2009, the Company entered into an agreement and purchased an option to buy convertible notes of Brainspark PLC (“Brainspark”) for €30,000 ($42,768). This option has been terminated and Brainspark has agreed to issue 72,944 shares of its common stock during the second quarter of 2010 in lieu of repayment. Brainspark’s shares trade on London’s Alternative Investment Market exchange under the symbol BSP.

NOTE 4 – NOTE PAYABLE

On February 3, 2010 the manager of corporate development loaned the Company $20,000 in return for a promissory note with an interest rate of 4.5% in the same amount. The promissory note is payable upon demand after February 3, 2010.

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 5 - INCOME TAXES

Income tax expense was $0 for the three months ended March 31, 2010 and 2009.

As of January 1, 2010, the Company had no unrecognized tax benefits, and accordingly, we have not recognized interest or penalties during 2010 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during three months ended March 31, 2010, and there was no accrual for uncertain tax positions as of March 31, 2010. Tax years from 2008 and 2009 remain subject to examination by major tax jurisdictions.

There is no income tax benefit for the losses for the three months ended March 31, 2010 and 2009, since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.

NOTE 6 – STOCKHOLDERS’ EQUITY

In February 2008, the Company issued 19,000,000 founders shares at $.001 per share or $19,000.

In February 2008, the Company commenced a private placement of up to 7 million units at a price of $.035 per unit to accredited investors. One unit consists of one share of the Company’s common stock and two warrants. Each warrant entitles the holder to purchase one additional share of common stock at a price of $.04 per share and is exercisable for a three year period. From February through June 2008, 7,142,858 units were sold, raising $250,000 in proceeds and resulting in 14,285,716 warrants being issued.

On May 8, 2008, 500,000 options were exercised, which raised proceeds $20,000. During the three months ended September 30, 2008, 1,750,000 options were exercised, which raised proceeds of $70,000.

On May 27, 2008, the Company commenced a private placement of up to 6 million units at a price of $.035 per unit to accredited investors. One unit consists of one share of the Company’s common stock and one warrant. Ten of these warrants entitle the holder to purchase one additional share of common stock at a price of $.75 per share and is exercisable for a three year period. During the three months ended June 30, 2008, 6,142,858 units were sold with warrants at a price of $.75 per share, raising $215,000 in proceeds and resulting in 614,286 warrants being issued. During the three months ended September 30, 2008 500,000 units were sold with warrants at a price of $.75, raising $17,500 and resulting in 50,000 warrants being issued.

On May 31, 2008, the Form D, Notice of Sale of securities Pursuant to Regulation D, Section 4(6) and/or Uniform Limited Offering Exemption, was amended to resolve over subscriptions in the private placements.

During the three months ended September 30, 2008, the Company sold 2,560 shares, which raised proceeds of $2,560. The Company filed a registration statement to register 2,560 shares of the Company, which became effective on September 3, 2008.

During the three months ended September 30, 2008, 250,000 warrants were exercised, which raised proceeds of $10,000.

During the three months ended March 31, 2009, 1 million options were exercised, which raised proceeds of $40,000.

During the three months ended March 31, 2009, the Company issued 100,000 shares, which were valued at the fair market value of $200,000 for consulting services.

During the three months ended June 30, 2009, the Company sold 400,000 shares, which raised proceeds of $348,000, net of commissions of $52,000.

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 6 – STOCKHOLDERS’ EQUITY (Continued)

During the three months ended September 30, 2009, 1 million warrants and 1.5 million options were exercised, which raised proceeds of $100,000. In addition, the Company sold 100,000 shares, which raised proceeds of $87,000, net of commissions of $13,000.

On October 9, 2009, the Company was listed on the German stock exchange. As a result the Company was required to issue 1,080,427 shares of common stock under a consulting agreement. These shares were valued at the fair market value of $1,080,427.

On October 21, 2009, the Company sold 100,000 shares to an investor, which raised proceeds of $100,000.

On October 22, 2009, an investor exercised 1,000,000 warrants which raised proceeds of $40,000.

On December 2, 2009, two investors exercised 500,000 warrants each (total of 1,000,000 warrants), which raised total proceeds of $40,000.

On December 10, 2009 and December 31, 2009 an investor exercised 250,000 options and 1,000,000 warrants respectively, which raised total proceeds of $50,000.

On January 5, 2010 an investor exercised 1,000,000 options, which raised proceeds of $40,000.

On February 22, 2010 an investor exercised 892,858 warrants, which raised proceeds of $35,714.

On March 5, 2010 an investor exercised 500,000 warrants, which raised proceeds of $20,000.

On March 8, 2010 an investor exercised 500,000 warrants, which raised proceeds of $20,000.

NOTE 7 – STOCK OPTIONS AND WARRANTS

During 2008, the Board of Directors (“Board”) of the Company adopted an Equity Incentive Plan (“Plan”). Under the Plan, the Company is authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The Plan is intended to permit stock options granted to employees under the Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of March 31, 2010, 10,625,000 options have been issued and are unexercised, and 8,375,000 options that are available to be issued under the Plan. Of the 10,625,000 options that have been issued and are unexercised, 2,500,000 options were granted to employees and 8,125,000 options were granted to non employees.

The Plan is administered by the Board, which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the terms of the Plan.

In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company).

The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of between 2.5% and 3.7% and expected option life of 5 years. For the year ended December 31, 2009 and for the period from February 11, 2008 (Date of Inception) through December 31, 2008, the Company expensed $0 and $404,292 relative to employee options granted. As of March 31, 2009, there was no unrecognized compensation expense related to non-vested market-based share awards.

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 7 – STOCK OPTIONS AND WARRANTS (Continued)

During 2008, the Company issued the Secretary of the Company 500,000 options, which were valued at $8,825 and expensed immediately. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 2.5% and expected option life of 5 years. The options expire five years from the date of issuance.

During 2008, the Company entered into an employment agreement with its President and Chief Executive Officer, whereby, the President and Chief Executive Officer was issued 1,000,000 options, which were valued at $71,871 and expensed immediately. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.3% and expected option life of 5 years. The options expire five years from the date of issuance.

During 2008, the Company entered into an employment agreement with its Director of Corporate Development whereby, the Director of Corporate Development was issued 2,750,000 options, which were valued at $197,645 and expensed immediately. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.3% and expected option life of 5 years. The options expire five years from the date of issuance.

During 2008, the Company entered into an agreement with a member of the Company’s Board of Directors whereby, the member of the Board of Directors was issued 1,250,000 options, which were valued at $89,838 and expensed immediately. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.3% and expected option life of 5 years. The options expire five years from the date of issuance.

On June 23, 2008, 500,000 options were issued to a member of the Board of Directors, which were valued at $36,113 and expensed immediately. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate of 3.7% and expected option life of 5 years. The options expire five years from the date of issuance.

On March 12, 2010 the Company entered into a three year employment agreement with the Senior Vice President of Marketing and Licensing for €150,000 annually. The agreement also includes an option to purchase 2 million warrants at $1.00 per share. These options have been valued at $1,829,756. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 41.6%, risk free interest rate of 2.4% and expected option life of five years. The options expire five years from the date of issuance. Options granted under the agreements are expensed when the related service is provided.

For the three months ended March 31, 2010 and for the period from February 11, 2008 (Date of Inception) to March 31, 2010, the Company expensed $31,152 and $435,444 relative to 8 million employee options granted. As of March 31, 2010, there was $1,798,604 of unrecognized expense related to options of employees which will be recognized over the terms of the agreements through March 31, 2013.

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 7 – STOCK OPTIONS AND WARRANTS (Continued)

A summary of incentive stock option transactions for employees from February 11, 2008 (date of inception) to March 31, 2010 is as follows:

						Weighted Average
	Option			Exercise		Exercise
	Shares			Price		Price
Outstanding, February 11, 2008 (Date of Inception)		-		$	-	$	-

Granted		6,000,000			0.04		0.04
Exercised		(1,750,000	)		0.04		0.04
Expired		-			-		-

Outstanding, December 31, 2008		4,250,000		$	0.04	$	0.04

Granted		-			-		-
Exercised		(2,750,000	)		0.04		0.04
Expired		-			-		-

Outstanding, December 31, 2009		1,500,000		$	0.04	$	0.04

Granted		2,000,000			1.00		1.00
Exercised		(1,000,000	)		0.04		0.04
Expired		-			-		-

Outstanding, March 31, 2010		2,500,000		$.04 & $1.00		$	0.81

Exercisable, March 31, 2010		500,000		$	0.04	$	0.04

Weighted Average Remaining Life,
Exercisable, March 31, 2010 (years)		2.9

The Company issued 14,950,002 warrants as part of the units included in the private placements, which expire three years from the date of issuance.

The Company issued non-statutory stock options to non-employees. The Company in 2008 used the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 51.8%, risk free interest rate between 2.5% and 3.7%, and expected option life of 5 years. The options expire five years from the date of issuance.

On August 18, 2009, 100,000 options were issued to a consultant, which were valued at $30,689. Another consultant also received 25,000 options on August 18, 2009, which were valued at $7,672. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 58.3%, risk free interest rate of 2.4% and expected option life of 5 years. The options expire five years from the date of issuance. Options granted under the agreements are expensed when the related service or product is provided.

For the three months ended March 31, 2010 and for the period from February 11, 2008 (Date of Inception) to March 31, 2010, the Company expensed $4,829 and $1,442,636 relative to 8,625,000 non-employee options granted. As of March 31, 2010, there was $23,070 of unrecognized expense related to options of non-employees which will be recognized over the terms of the agreements through December 31, 2010.

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 7 – STOCK OPTIONS AND WARRANTS (Continued)

The following table summarizes non-employee stock option/warrant of the Company from February 11, 2008 (date of inception) to March 31, 2010 is as follows:

						Weighted Average
	Option/Warrant			Exercise		Exercise
	Shares			Price		Price
Outstanding, February 11, 2008 (Date of Inception		-		$	-	$	-

Granted		23,450,002		.04 to .75		.04 to .75
Exercised		(750,000	)		0.04		0.04
Expired		-			-		-

Outstanding, December 31, 2008		22,700,002		$0.04 & $.75		$	0.04

Granted		125,000			2.30		2.30
Exercised		(4,000,000	)		0.04		0.04
Expired		-			-		-

Outstanding, December 31, 2009		18,825,002		$0.04. $.75 & $2.30		$	0.09

Granted		-			-		-
Exercised		(1,892,858	)		0.04		0.04
Expired		-			-		-

Outstanding, March 31, 2010		16,932,144		$	0.04	$	0.10

Exercisable, March 31, 2010		16,932,144		$0.04. $.75 & $2.30		$	0.10

Weighted Average Remaining Life,
Exercisable, March 31, 2010 (years)		2.0

NOTE 8 – OPERATING LEASES

For the three months ended March 31, 2010 and 2009 total rent expense under leases amounted to $8,530 and $1,434. At March 31, 2010, the Company was obligated under various non-cancelable operating lease arrangements for offices as follows:

2010		25,155
2011		11,180

	$	36,335

Moggle, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 9 – RELATED PARTY TRANSACTIONS

From inception, the Company has utilized offices leased by affiliates of certain of the Company’s board members without charge.

During the three months ended March 31, 2010 and 2009, the former manager of corporate development of the Company advanced expenses on behalf of the Company in connection with research of the Company’s business plans and the implementation of the Company’s business plans. Expenses totaling $11,903 and $31,164 were incurred and reimbursed during the three months ended March 31, 2010 and 2009.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of the financial statements.

On April 13, 2010 an investor exercised 1,000,000 warrants, which raised proceeds of $40,000.

On April 16, 2010 an investor exercised 1,500,000 warrants, which raised proceeds of $60,000.

The $20,000 demand note payable was paid in full on April 19, 2010.

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

Overview

We were incorporated in Delaware in February 2008. We are a development stage company and have had limited business operations. For the period from inception through March 31, 2010, we have concentrated our efforts on developing a business plan which is designed to allow us to create our massive multiplayer online gaming platform (the “Platform”) and massive multiplayer online games (“MMOGs”) for use on our Platform. Those activities included, but were not limited to, securing initial capital in order to fund the development of a demonstration model for portions of the Platform and working capital, securing a board of directors, management personnel and consultants who we believe will assist us in developing the Platform and meet our business goals, conducting market research regarding the MMOG industry and our Platform and planned MMOGs, and other pre-marketing activities.

Results of Operations

Comparison of the Three Month Periods Ended March 31, 2010 and 2009

The following discussion analyzes our results of operations for the three months ended March 31, 2010 and 20009. The following information should be considered together with our financial statements for such period and the accompanying notes thereto.

Net Loss for Three Months Ended March 31, 2010 and 2009

We incurred a net loss of $188,200 for the three months ended March 31, 2010, a decrease of $229,074 from a net loss of $417,274 for the three months ended March 31, 2009 on zero net revenue for both periods. The following is a summary of the components of such losses:

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2010			2009

Revenues	$	-		$	-

General and administrative		14,483			21,184

Consulting		43,175			249,266

Payroll		31,152			-

Professional fees		32,070			63,814

Travel		67,321			83,449

Interest income		(1	)		(439	)

NET LOSS	$	188,200		$	417,274

Basic and Diluted Net Loss Per Share	$	0.00		$	0.01

Basic and Diluted Weighted Average
Outstanding Shares		45,449,656			35,954,943

Share Based Compensation	$	35,980		$	211,676

Lack of Revenue: As is common with a company in the development stage, the Company had no revenue for the three months ended March 31, 2010 and 2009. During such time we devoted our efforts to formalizing our business plan and raising initial capital to commence our operations.

Expenses: The following amounts represent the most significant components of expenses for the three months ended March 31, 2010 and 2009:

General and Administrative expenses: For the three months ended March 31, 2010 general and administrative expenses were $14,483, a decrease of $6,701 from $21,184 for the three months ended March 31, 2009. This decrease is primarily the result of decreases in video and logo animation of $2,300 and filing fees of $12,300 and an increase in rent of $7,100.

Consulting Expense: For the three months ended March 31, 2010, consulting expenses were $43,175, a decrease of $206,091 from $249,266 for the three months ended March 31, 2009. This decrease resulted primarily from the reduction of expense of $6,423 related to the issuance of common stock options to consultants in the past and the $200,000 option expense related to the issuance of common stock to the stock transfer agent during the three months ended March 31, 2009.

Payroll Expenses: During the three months ended March 31, 2010 the Company incurred $31,152 of compensation expense as compared to $0 for the three months ended March 31, 2009, an increase of $31,152. The increase resulted from the fair market value of option grants for options to purchase shares of the Company’s common stock for the three months ended March 31, 2010. The Black Scholes option pricing model was used to calculate the fair value of the options granted.

Professional Fees: During the three months ended March 31, 2010, the Company incurred $32,070 of professional fees as compared to $63,814 for the three months ended March 31, 2009, a decrease of $31,744. The reduction in professional fees were for counsel, accounting, and other professional fees in connection with legal, accounting and other professional services with respect to the Company’s activities including the preparation and filing by the Company of a Registration Statement under the Securities Act of 1933, as amended, related to certain of its securities (the “Registration Statement”).

e)	Travel: For the three months ended March 31, 2010 travel expenses were $67,321, a decrease of $16,128 from $83,449 for the three months ended March 31, 2009.. The decrease related to a conservation of capital effort implemented by the Company.

Liquidity and Capital Resources

We had cash on hand of $3,485 as of March 31, 2010 and $23,968 as of May 17, 2010. Since we have not realized any revenues, these funds were generated through the sale of stock to our founders and initial investors. Since our inception, we have been operating the Company in a minimalistic manner due to limited cash resources. Rather than fully implementing our business plan, we have utilized funds to research and develop our business plan and begin creating a demonstration model showing a small portion of what our Platform will be designed to accomplish. In May 2009 we entered into an agreement with FXLabs to assist us in the construction of the first phase of the Platform. Through March 31, 2010 we have paid FXLabs an aggregated of $100,024 in consulting fees in connection with such work. We have not paid any salaries to management and have utilized offshore programmers on a work for hire basis to assist in developing the demonstration model. The Company’s existing cash on hand will not be sufficient for the Company to complete its current business plans. Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to develop our Platform and MMOGs. Management’s principal strategy to accomplish that task is through the future sale of equity in the Company. The Company initially intended to rely on proceeds from the public sale of 12,000,000 shares of its common stock at a price of $1.00 per share pursuant to the Registration Statement, which was originally filed in July 2008, to raise the required working capital. However the Company raised only $2,560 under the Registration Statement through the sale of 2,560 shares of common stock. In October 2008, the Company withdrew the remaining 11,997,440 shares of common stock from registration under the Registration Statement. In September 2009, the Company filed a new registration statement seeking to raise up to an additional $12,000,000. Through the date of this Report we have raised only $100,000 under such new registration statement. The Company’s business plans are dependent on the Company ability to raise capital under the new registration statement or if unsuccessful, through private placements of our Common Stock and/or Preferred Stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through a future public offering of our securities. There is no assurance that the Company will raise sufficient capital in order to meet its goals of completing the development of the Platform and the Company’s MMOGs, and implementing a sales and marketing effort to introduce the Platform, the Company’s MMOGs and game development services to the online gaming industry.

Even if we are successful in raising sufficient capital in order to complete the development of the Platform and the Company’s MMOGs, our ability to continue in business as a viable going concern can only be achieved when our revenues reach a level that sustains our business operations. If we are successful in raising a minimum of $10,000,000 by June 30, 2010, we project that our Platform and MMOG’s will not be ready for full scale introduction to the marketplace until the first quarter of 2011. Accordingly we do not project that significant revenue will be developed until the first quarter of 2011 at the earliest. While it is impossible to predict the amount of revenues, if any, that we may receive from our Platform, MMOGs and game development services, we presently believe , based solely on our internal projections, that we will generate revenues sufficient to fund our planned business operations if the Platform and MMOGs are actually developed in accordance with our plans. However there can be no assurance that our belief will be realized. There can be no assurance that we will raise sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan to aggressively develop, complete, and market the Platform, our MMOGs and our game development services. Moreover there can be no assurance that even if our Platform and MMOGs are developed, that we will generate revenues sufficient to fund our operations. In either such situation, we may not be able to continue our operations and our business might fail, and you may lose your entire investment. Based on our current projections, we believe that should we raise a minimum of $10,000,000, of which there can be no assurance, such proceeds will be sufficient for us to continue our planned operations throughout 2010.

During 2010, our ability to execute on our current plan of operations is dependent on raising proceeds from the sale of equity capital. In the event that we are unsuccessful in these efforts we will utilize our cash to attempt to complete a limited demonstration model of our Platform. We will not be able to attempt the commercial development of the Platform or MMOGs. In such event we will attempt to seek out alternative forms of financing and/or attempt to enter into joint ventures or partnerships in order to raise sufficient funds to attempt to execute on our business plans to develop the Platform and multiple MMOGs.

In the event that we are successful in raising between $1,000,000 and $5,000,000 in capital, our plan of operations will change to focus on the development of one or possibly two MMOGs, instead of attempting to develop the Platform. We will significantly reduce our hiring plans by seeking to hire only a small number of key individuals and rely significantly on outsourced foreign labor. We believe that such proceeds will allow us to continue operations through 2010 and we will be required to generate revenues in excess of cash expenses in 2011 in order to continue operations. We will attempt to raise additional funds in 2010 in the event that our cash flow requirements are not satisfied by revenues. We also will look to raise additional funds in order to allow us to commence development of the Platform.

In the event that we are successful in selling $5,000,000 but less than $10,000,000 in equity capital, we will scale back our current hiring plans in 2010 but will proceed as planned with the development of a Platform. As a result of reduced funding a smaller number of games will be attempted to be produced and marketing will be delayed. It is anticipated that this lower level of funding will allow the Company to operate, based on its current plan of operations, through 2010 without the need to generate revenues or seek out additional funding. However we anticipate that due to the reduction of net proceeds available to us in such event, we will experience a delay in introduction of the Platform until 2011 or possibly 2012. Therefore at such time additional funding will be needed if revenues from MMOGs are not sufficient to meet our cash flow needs and marketing plans.

In the event that we are successful in raising $10,000,000 in capital, we believe that based on our current projections, such funds should be sufficient for us to complete the development of the Platform and multiple MMOGs. Accordingly we believe that such proceeds will be sufficient for us to continue our planned operations throughout 2010.

The foregoing use of proceeds and project implementation projections were prepared by us in good faith based upon assumptions that we believe to be reasonable. No assurance can be given, however, regarding the attainability of the projections or the reliability of the assumptions on which they are based. The projections are subject to the uncertainties inherent in any attempt to predict the results of our operations, especially where new products and services are involved. Certain of the assumptions used will inevitably not materialize and unanticipated events will occur. Therefore, the actual results of operations are likely to vary from the projections and such variations may be material and adverse to the Company. Therefore the projections are included solely to give prospective investors information concerning the Company’s estimates of future operating results based on our assumptions and no assurance can be given that such results will be achieved. The Company reserves the right to conduct its business in a manner different from that set forth in the assumptions as changing circumstances may require. Moreover due to changes in technology, new product announcements, competitive pressures, system design and/or other specifications we may be required to change the current plans for our Platform and MMOGs. Therefore, we cannot provide any assurances that the Platform and MMOGs can be completed within our projections. In case of budget over-runs and additional expansions, we may choose to finance such capital expenditures through the issuance of additional equity or debt securities, by obtaining a credit facility or by some other financing mechanism. If we choose to seek financing for such expenditures, we cannot provide any assurances that such financing will be available on terms reasonably acceptable to us or at all.

The following summarizes our cash flows for the three months ended March 31, 2010 and 2009:

Cash flows from Operating Activities:

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2010			2009

Net loss	$	(188,200	)	$	(417,274	)

Cash flows from Operating Activities

Adjustments to reconcile net loss to net cash
used in operating activities

Compensation expense of stock and stock options		35,980			211,676

Depreciation		279			279

Deposits		-			(2,667	)

Accounts payable		(24,998	)		36,575

Net cash used in operating activities		(176,939	)		(171,411	)

Cash flows from Financing Activities

Proceeds from note payable		20,000			-

Proceeds from comon stock subscribed		-			400,000

Proceeds from exercise of options		75,714			-

Proceeds from exercise of warrants		40,000			40,000

Net cash provided by financing activities		135,714			440,000

Net increase (decrease) in cash and cash equivalents	$	(41,225	)	$	268,589

On March 3, 2008, the Company adopted an equity incentive plan which authorized the issuance of stock options to officers, directors, employees and consultants of the Company. The total number of shares of common stock reserved for issuance under the plan is 25,000,000 shares subject to adjustment in the event of stock split, dividend, recapitalization or other similar capital change. At March 31, 2010 options to purchase 10,625,000 shares of common stock were outstanding under the 2008 plan.

The Plan is administered by the Board of Director’s, which selects the eligible persons to whom options are awarded, determines the number of shares subject to each option, the exercise price and the period during which options are exercisable. Each option granted under the Plan is evidenced by a written agreement by the Company and the grantee. Grants may be issued to employees (including officers) and directors of the Company as well as to certain consultants and advisors.

The exercise price for options granted under the plan is required to be no less than the fair market value of the common stock on the date the option is granted, except that options granted to 10% stockholders, are required to have an exercise price of not less than 110% of the fair market value of the Common Stock at the date of grant. Incentive stock options granted have a maximum term of ten years.

For the three months ended March 31, 2010, options to purchase 2 million shares of the Company’s common stock were granted. The Black Scholes option pricing model was used to calculate the fair value of the options granted. The following assumptions were used in the fair value calculations:

Risk free rate – 2.4

Expected term – 5 years

Expected volatility of stock – 41.6%

Expected dividend yield – 0%.

For the three months ended March 31, 2010, the Company recognized $31,152 of compensation expense relative to the options issued during the three months and $4,828 for previously issued options for a total of $35,980 for the three months ended March 31, 2010. During the three months ended March 31, 2009, no options were issued and the Company recognized compensation expense of $11,676 related to the stock options.

The following table summarizes the information with respect to options to purchase 10,625,000 shares of Common Stock which are currently outstanding and exercisable under the Company’s equity incentive plan:


Exercise	Options	Remaining
Price	Outstanding	Life

$0.04	8,250,000	Five (5) years

$0.75	250,000	Five (5) years

$2.30	125,000	Five (5) years

$1.00	2,000,000

Related Party Transactions

From inception through March 31, 2010, the Company has utilized offices leased by affiliates of certain of the Company’s board members without charge. There are no commitments for any operating or capital leases for executive or corporate offices.

During the three months ended March 31, 2010 and 2009, the manager of corporate development of the Company advanced expenses on behalf of the Company in connection with research of the Company’s business plans and the implementation of the Company’s business plans. Expenses totaling $11,903 and $31,164 were incurred and reimbursed during the three months ended March 31, 2010 and 2009.

3D Financial Corp Limited (“3D”), the Company’s largest shareholder is owned by Alfredo Villa, the Company’s President, Chief Executive Officer and Director and Peter Pelullo, the Company’s .manager of corporate development. 3D purchased 19,000,000 shares of the Company’s common stock for $19,000 as the Company’s initial founder. Messrs. Pelullo and Villa also each individually purchased for $70,000, 2,000,000 shares of Common Stock and warrants to purchase an additional 2,100,000 shares of Common Stock.

During the three months ended March 31, 2010, the president of the Company exercised 1 million options for a total of $20,000.

During the three months ended March 31, 2010, the manager of corporate development exercised 1,392,858 warrants for a total of $55,714.

Contractual Obligations

The Company entered into an employment agreement with Alfredo Villa, its President and Chief Executive Officer. The agreement expires in 2011. The agreement calls for a base salary of $200,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments.

The Company also entered into an employment agreement with Ernest Cimadamore, its Secretary and Chief Financial Officer. The agreement expires in 2011. The agreement calls for a base salary of $75,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments.

The Company entered into an employment agreement with Peter Pelullo, its director of Corporate Development. The agreement expires in 2011. The agreement calls for a base salary of $180,000 per year payable at such time when the Company receives a minimum in $5,000,000 in equity investments.

In addition the Company has entered into an employment agreement with Arwed-Ralf Grenzbach, its Senior Vice President of Marketing and Licensing and member of the Board of Directors. The agreement expires in March 2013. The agreement calls for a base salary of €150,000 per year payable in monthly installments upon funding of a private placement.

The Company has also entered into a number of consulting agreements pursuant to which the Company has issued an aggregate of 14,625,000 options. Under such consulting agreements the Company is not obligated to make any monetary payments, other than for reimbursement of expenses, to such consultants. One of such agreements is with Jo Webber the Chairman of the Board of Directors of the Company.

Additional terms regarding the foregoing agreements with the Company’s officers and directors is set forth in the Executive and Directors Compensation section of the Company’s Annual Report on Form 10K for the period from February 11, 2008 (inception) to December 31, 2008.

Off-Balance Sheet Arrangements

We have no significant 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 that is material to stockholders.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

Stock-based Compensation

We have adopted the fair value recognition provisions Financial Accounting Standard Board Accounting Standards Codification (“FASB ASC”) 718. In addition, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 “ Share-Based Payment ” (“SAB 107”) in March, 2005, which provides supplemental FASB ASC 718 application guidance based on the views of the SEC. Under FASB ASC 718, compensation cost recognized includes compensation cost for all share-based payments granted beginning January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of FASB ASC 718.

We have used the Black-Scholes option-pricing model to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount of time from the grant date until the options are exercised or expire).

Compensation expense for unvested options granted to non-employees in previous periods is being amortized over the vesting period of the options.

Recently Issued Accounting Pronouncements:

Refer to Note 1 of the Financial Statements.

Income Taxes:

Income tax expense for the three months ended March 31, 2010 and 2009 was $0.

As of January 1, 2009, we had no unrecognized tax benefits, and accordingly, we have not recognized interest or penalties during 2010 related to unrecognized benefits. There has been no change in unrecognized tax benefits during the three months ended March 31, 2010, and there was no accrual for uncertain tax positions as of March 31, 2010.

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any pending legal proceedings, nor are we aware of any governmental authority contemplating any legal proceeding against us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 5, 2010 the Company issued 1,000,000 unregistered restricted shares of its common stock to one person upon the exercise of previously issued options. The Company received an aggregate of $40,000 in proceeds from such warrant exercise, which proceeds were utilized by the Company for working capital purposes.

On February 22, 2010 the Company issued 892,858 unregistered restricted shares of its common stock to one person upon the exercise of previously issued warrants. The Company received an aggregate of $35,714 in proceeds from such warrant exercise, which proceeds were utilized by the Company for working capital purposes.

On March 5, 2010 the Company issued 500,000 unregistered restricted shares of its common stock to one person upon the exercise of previously issued warrants. The Company received an aggregate of $20,000 in proceeds from such warrant exercise, which proceeds were utilized by the Company for working capital purposes.

On March 8, 2010 the Company issued 500,000 unregistered restricted shares of its common stock to one person upon the exercise of previously issued warrants. The Company received an aggregate of $20,000 in proceeds from such warrant exercise, which proceeds were utilized by the Company.

On April 13, 2010 the Company issued 1,000,000 unregistered restricted shares of its common stock to one person upon the exercise of previously issued warrants. The Company received an aggregate of $40,000 in proceeds from such warrant exercise, which proceeds were utilized by the Company for working capital purposes.

On April 16, 2010 the Company issued 1,500,000 unregistered restricted shares of its common stock to one person upon the exercise of previously issued warrants. The Company received an aggregate of $60,000 in proceeds from such warrant exercise, which proceeds were utilized by the Company for working capital purposes.

With respect to the unregistered sales made, the Company relied on Section 4(2) of the Securities Act of 1933 as Amended (the “Act”) and/or other applicable exemptions under the Act. No advertising or general solicitation was employed in offering the securities. The securities were issued to investors, whom were existing security holder of the Company, and each purchaser was provided with access to all of the current public information available on the Company. Appropriate legends were placed on certificates for such shares prohibiting the sale or distribution of such securities without registration under the Securities Act or an applicable exemption therefrom.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Submission of Matters to a Vote of Security Holders. None

Item 5. Other Information. None.

Item 6. Exhibits

Exhibit	Identification of Exhibit
No.
31.1	Rule 13a-14(a) Certification of Alfredo Villa, President and Principal Executive Officer
31.2	Rule 13a-14(a) Certification of Ernest Cimadamore, Secretary and Principal Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350 of Alfredo Villa.
32.2	Certification Pursuant to 18 U.S.C. Section 1350 of Ernest Cimadamore.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Moggle, Inc.

DATE: May 14, 2010

By:	/s/ Alfredo Villa, President
	Alfredo Villa, President
	and Principal Executive Financial Officer


By:	/s/ Ernest Cimadamore, Secretary,
	Ernest Cimadamore, Secretary,
	and Principal Financial Officer