FrogAds, Inc. - FORM 10-Q - February 21, 2012

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - FrogAds, Inc.	Financial_Report.xls
EX-32.1 - CERTIFICATION - FrogAds, Inc.	frog_10q-ex3201.htm
EX-31.1 - CERTIFICATION - FrogAds, Inc.	frog_10q-ex3101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

for the quarterly period ended December 31, 2011

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: 333-167077

FrogAds, Inc.

(Formerly Imobolis, Inc.)

(Exact name of registrant as specified in its charter)

Nevada		27-2028734
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

21820 Burbank Blvd., Suite 325 Woodland Hills, CA		91367
(Address of principal executive offices)		(Zip Code)

(310) 281-6094

(Issuer’s telephone number)

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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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 outstanding of the Registrant’s Common Stock on February 21, 2012 was 90,000,000.

FROGADS, INC.

(Formerly Imobolis, Inc.)

FORM 10-Q



INDEX		Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Balance Sheets as of December 31, 2011 (Unaudited) and March 31, 2011	2
	Condensed Statements of Operations for the Three and Nine Months ended December 31, 2011 and 2010 (Unaudited), and the period from July 1, 2011 (date of re-entry of development stage) to December 31, 2011 (Unaudited)	3
	Condensed Statements of Cash Flows for the Nine Months ended December 31, 2011 and 2010 (unaudited), and the period from July 1, 2011 (inception) to December 31, 2011 (Unaudited)	4
	Notes to the Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 5.	Other Information	23
Item 6.	Exhibits	23

SIGNATURES		24

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

FROGADS, INC. (FORMERLY IMOBOLIS, INC.)

CONDENSED BALANCE SHEETS

	December 31,			March 31,
	2011			2011
ASSETS	(Unaudited)

Current assets:
Cash	$	27,578		$	85,359
Prepaid expenses		4,700			6,623
Deferred tax assets		17,686			-
Total current assets		49,964			91,982

Property and equipment, net		8,333			9,926

Total assets	$	58,297		$	101,908


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	5,076		$	4,434
Accrued expenses		50,861			34,781
Convertible note payable, net of discount of $1,127		23,873			-
Current portion of notes payable		16,000			10,000
Total current liabilities		95,810			49,215

Notes payable		90,000			-

Total liabilities		185,810			49,215

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 200,000,000 shares authorized, 90,000,000 shares issued and outstanding		90,000			90,000
Additional Paid in Capital		(67,779	)		(72,000	)
Retained earnings (deficit) prior to re-entry into development stage		(35,446	)		34,693
Accumulated deficit after re-entry into development stage		(114,288	)		-
Total stockholders' equity (deficit)		(127,513	)		52,693

Total liabilities and stockholders' equity (deficit)	$	58,297		$	101,908

See accompanying notes to financial statements.

FROGADS, INC. (FORMERLY IMOBOLIS, INC.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended						For the nine months ended						July 1, 2011
	December 31,						December 31,						(re-entry) to
	2011			2010			2011			2010			December 31, 2011

Revenue	$	130		$	47,833		$	130		$	47,833		$	130

Operating expenses:
Advertising		9,888			38,859			43,806			43,859			26,223
Depreciation		531			172			1,593			172			1,062
General and administrative		47,764			14,359			125,167			15,689			87,058
Professional fees		4,000			2,000			28,500			17,500			14,783

Total operating expenses		62,183			55,390			199,066			77,220			129,126

Net operating (loss)		(62,053	)		(7,557	)		(198,936	)		(29,387	)		(128,996	)

Other (expense)
Interest expense		(2,245	)		(426	)		(3,177	)		(527	)		(2,978	)

Net (loss) before provision for income taxes		(64,298	)		(7,983	)		(202,113	)		(29,914	)		(131,974	)

Provision for income taxes		17,686			-			17,686			-			17,686

Net (loss)	$	(46,612	)	$	(7,983	)	$	(184,427	)	$	(29,914	)	$	(114,288	)


Weighted average number of common shares outstanding - basic and fully diluted		90,000,000			90,000,000			90,000,000			90,000,000

Net (loss) per share - basic and fully diluted	$	-		$	-		$	-		$	-

See accompanying notes to financial statements.

FROGADS, INC. (FORMERLY IMOBOLIS, INC.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended						July 1, 2011
	December 31,						(re-entry) to
	2011			2010			December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(184,427	)	$	(29,914	)	$	(114,288	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		1,593			172			1,062
Amortization of beneficial conversion feature		123			-			123
(Increase) decrease in assets:
Prepaid expenses		1,923			(2,106	)		1,945
Deferred tax assets		(17,686	)		-			(17,686	)
Increase (decrease) in liabilities:
Accounts payable		642			934			4,142
Accrued expenses		16,080			90			11,330
Accrued expenses, related party		-			437			-
Deferred revenues		-			75,167			-

Net cash used in operating activities		(181,752	)		44,780			(113,372	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(629	)		-

Net cash used in investing activities		-			(629	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		1,141			23,484			1,141
Repayments on related party loans		(1,141	)		(10,000	)		(1,141	)
Proceeds from convertible notes payable		25,000			-			25,000
Proceeds from notes payable		96,000			-			96,000
Contributed capital		2,971			-			2,971
Proceeds from sale of common stock, related party		-			12,418			-

Net cash provided by financing activities		123,971			25,902			123,971

NET CHANGE IN CASH		(57,781	)		70,053			10,599

CASH AT BEGINNING OF PERIOD		85,359			5,000			16,979

CASH AT END OF PERIOD	$	27,578		$	75,053		$	27,578

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Equipment purchased with note payable	$	-		$	(10,000	)

See accompanying notes to financial statements.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 1 – Nature of Business and Basis of Presentation

Nature of Business

FrogAds, Inc. (Formerly Imobolis, Inc.) (“The Company”) was formed in the state of Nevada on February 11, 2010 to establish an internet bulletin board site whereby visitors can list items for sale or trade, read news articles, or find service providers. FrogAds expects to generate a large inventory of classified ads. The listings are free to the seller and buyer, however, FrogAds sells “advertisements’ or “banner ads” on its internet site directed toward internet users and vehicle buyers. The Company generates its corporate revenue from the sale of such advertisements.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. The Company follows the same accounting policies in the preparation of interim reports.

The Company has adopted a fiscal year end of March 31st.

Development Stage Company

The Company is currently considered a development stage company. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts. The Company was considered a development stage company from inception until it commenced operations that resulted in the recognition of revenues beginning on November 26, 2010. At that time the Company exited the development stage, but has re-entered the development stage on July 1, 2011 due to uncertainties with respect to our ability to generate future revenues.

Basis of Presentation

The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.

These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2011 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on April 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on April 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU 2010-13, "Compensation—Stock Compensation (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 (A consensus of the FASB Emerging Issues Task Force)" (“ASU 2010-13”). ASU 2010-13 clarifies that a 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, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has incurred net losses of $184,427 and $29,914 for the nine months ended December 31, 2011, and 2010, respectively, and has retained earnings (deficit) of ($149,734) and $34,693 at December 31, 2011 and March 31, 2011, respectively. Also, the Company’s current liabilities exceed its current assets by $45,846 as of December 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Related Party

On January 1, 2011, the Company entered into an employment agreement with the Company’s founder and CEO, Julian Spitari. The initial term of the agreement covers fifteen months, until March 31, 2012. Thereafter the agreement is automatically renewable for one year terms until terminated by either party. The employment agreement calls of an annual base salary of $120,000, with a three percent (3%) annual increase upon renewal.

On February 14, 2010, the Company issued 90,000,000 founder’s shares, as adjusted to reflect a 5:1 stock split on October 14, 2011, at the par value of $0.001 in exchange for a stock subscription receivable of $18,000. The Company subsequently received proceeds of $5,582 on March 18, 2010, and the remaining $12,418 was received between May 27, 2010 and June 22, 2010.

From time to time the Company’s founder and CEO, Julian Spitari has advanced short term loans to the Company to fund operations. During the nine months ended December 31, 2011, Mr. Spitari advanced a total of $1,141 to the Company, which was repaid in full prior to December 31, 2011. The principal balances of the short term loans were $-0- and $-0- at December 31, 2011 and March 31, 2011, respectively.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 4 – Fair Value of Financial Instruments

The Company adopted FASB ASC 820-10 upon inception at February 11, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Note 5 – Property and Equipment

Property and Equipment consists of the following:

	December 31,				March 31,
	2011				2011
Computer equipment		$	10,629			$	10,629
Less accumulated depreciation			(2,296	)			(703	)
		$	8,333			$	9,926

Depreciation and amortization expense totaled $1,593 and $172 for the nine months ended December 31, 2011, and 2010, respectively.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 6 – Accrued Expenses

As of December 31, 2011 and March 31, 2011 accrued expenses included the following:

	December 31,		March 31,
	2011		2011
Accrued Payroll, Officers	$	15,003	$	14,638
Accrued Payroll Taxes		14,831		2,170
Accrued Interest		3,341		287
Accrued Income Taxes		17,686		17,686
	$	50,861	$	34,781

Note 7 – Due to Officer, Related Parties

Officer loan consists of the following at December 31, 2011 and March 31, 2011, respectively:

	December 31,		March 31,
	2011		2011
Unsecured promissory note to Julian Spitari, founder and CEO, carries an 8% interest rate, due on demand	$	-	$	-

The Company’s founder and CEO, Julian Spitari has advanced loans to the Company to fund operations totaling $1,141 and $23,484 for the nine months ended December 31, 2011 and the fiscal year ended March 31, 2011, respectively. These short term loans were subsequently repaid in full prior to each corresponding balance sheet date.

The Company recorded interest expense in the amount of $-0- and $437 related to the officer loans for the nine months ended December 31, 2011 and December 31, 2010, respectively.

Note 8 – Convertible Note Payable

Convertible Note payable consists of the following at December 31, 2011 and March 31, 2011, respectively:

	December 31,			March 31,
	2011			2011

Unsecured convertible promissory note, carries an 8% interest rate, matures on November 18, 2012, convertible into common stock at $0.20 per share at the holders discretion	$	25,000		$	-
Less unamortized discount on beneficial conversion feature		(1,127	)		-
Convertible note payable	$	23,873		$	-

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debt by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.

The aforementioned accounting treatment resulted in a total debt discount equal to $1,250. The discount is amortized from the dates of issuance until the stated redemption date of the debt, consisting of one year.

According to the terms of the Convertible Promissory Note, the number of shares that would be received upon conversion was 126,205 shares of common stock at December 31, 2011.

During the nine months ended December 31, 2011 and 2010, the Company recorded financial expenses in the amount of $123 and $-0-, respectively, attributed to the amortization of the aforementioned debt discount.

The Company recorded interest expense in the amount of $241 and $-0- related to the note payable for the nine months ended December 31, 2011 and December 31, 2010, respectively.

Note 9 – Notes Payable

Notes payable consists of the following at December 31, 2011 and March 31, 2011, respectively:

	December 31,			March 31,
	2011			2011

Unsecured promissory note, carries an 8% interest rate, due on demand	$	10,000		$	10,000

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on December 29, 2012		6,000			-

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on February 12, 2013		45,000			-

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on March 22, 2013		25,000			-

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on March 31, 2013		20,000			-

Total notes payable		106,000			10,000
Less current portion of long term debts		(16,000	)		(10,000	)
Total long term portion of notes payable	$	90,000		$	-

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

The Company recorded interest expense in the amount of $2,813 and $-0- related to the notes payable for the nine months ended December 31, 2011 and December 31, 2010, respectively.

Note 10 – Changes in Stockholders’ Equity (Deficit)

The Company has authorized 200,000,000 shares of common stock, and 10,000,000 shares of preferred stock.

Common Stock

On October 7, 2011 the Board of Directors approved a 5:1 stock split effective October 14, 2011 and increased the number of shares of common stock authorized from 90,000,000 to 200,000,000. The resulting stock split increased the Company’s issued and outstanding shares from 18,000,000 to 90,000,000 shares. The common stock split has been applied retrospectively as presented in these interim financial statements.

On February 14, 2010, the Company issued 90,000,000 founder’s shares, as adjusted to reflect the 5:1 stock split on October 14, 2011, at the par value of $0.001 in exchange for proceeds of $18,000.

Note 11 – Concentrations in Sales to a Few Customers

The largest five customers accounted for 100% of revenues for the year ended March 31, 2011, and were related to each other. An adverse change in the Company’s relationship with these customers could negatively affect the Company’s revenues and their results of operations.

Note 12 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

For the nine months ended December 31, 2011 and the year ended March 31, 2011, respectively, the Company produced net operating income (losses) before provision for income taxes of $(202,113), and $52,961 respectively, accordingly, a provision for income taxes of $-0- and $17,686 has been recorded at December 31, 2011 and March 31, 2011, respectively. The Company had approximately $197,000 and $-0- of federal and state net operating loss carry forwards at December 31, 2011 and March 31, 2011, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

The federal and state income tax provision (benefit) is summarized as follows:

	December 31,			March 31,
	2011			2011
Current:
Federal income tax	$	-		$	10,081
State income tax		-			7,605
	$	-		$	17,686
Deferred tax assets, net operating loss carry forwards:
Federal income tax	$	51,000		$	-
State income tax		18,000			-
Less: valuation allowance		(51,314	)		-
Net deferred tax assets	$	17,686		$	-

Based on the available objective evidence, including the Company’s history of its losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a valuation allowance against a portion of its net deferred tax assets at December 31, 2011. The Company has recognized a deferred tax asset as of December 31, 2011 of $17,686 related to the portion of the net operating loss that can be carried back to recover the federal and state tax liabilities recognized from the fiscal year ended March 31, 2011. An allowance of $51,314 has been recognized to offset the remaining net operating loss carry forward that is more likely than not to not be fully realizable.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	December 31,			March 31,
	2011			2011

Federal and state statutory rate		35%			35%
Change in valuation allowance on deferred tax assets		(35%	)		(35%	)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions as of any date on or before December 31, 2011.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 13 – Subsequent Events

On January 11, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $25,000, which carries an 8% interest rate, matures on January 10, 2013, and is convertible into stock at $0.20 per share at holder’s discretion.

On January 23, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $25,000, which carries an 8% interest rate, matures on January 22, 2013, and is convertible into stock at $0.20 per share at holder’s discretion.

On January 26, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $15,000, which carries an 8% interest rate, matures on January 25, 2013, and is convertible into stock at $0.20 per share at holder’s discretion.

On February 2, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $100,000, which carries an 8% interest rate, matures on February 1, 2013, and is convertible into preferred stock at $0.20 per share at the holder’s discretion.

On February 13, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $80,000, which carries an 8% interest rate, matures on February 12, 2013, and is convertible into preferred stock at $0.20 per share at the holder’s discretion.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS

On one or more occasions, we may make forward-looking statements in this Quarterly Report on Form 10-Q regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” or similar expressions identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in our Annual Report on Form 10-K. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent annual and periodic reports filed with the Securities and Exchange Commission on Forms S-1, 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.

Unless the context requires otherwise, references to “we,” “us,” “our,” and the “Company” refer specifically to FrogAds Inc. (previously known as Imobolis, Inc).

OVERVIEW AND OUTLOOK

FrogAds was formed in the state of Nevada on February 11, 2010 to establish an internet bulletin board site whereby visitors can list items for sale or trade, read news articles, or find service providers. FrogAds expects to generate a large inventory of classified ads. On November 26, 2010 we purchased a software platform which gave the company the ability to offer online posting of classified ads free to the public, where you can find automobiles, boats, jobs and services of all kinds. We are offering free online classified ads that we believe is redefining the way consumers buy and sell products and services. For consumers, the goal is to provide the most effective and economical posting of classified ads. Consumers can post classified ads for free on the FrogAds.com website for products and services. Consumers can also view all posted classified ads at no charge. Companies pay to post banner advertisements on the website. We expect to generate a large inventory of product and service ads over the next year. The listings are free to the seller and buyer, however, we sell “advertisements’ or “banner ads” on our internet site directed towards the internet users. We generate our revenue from the sale of such advertisements. On October 12, 2011 we changed our name to FrogAds, Inc. as it more accurately reflects the business operations of the company.

We are a development stage company with a limited history of operations. We plan to market FrogAds through a combination of direct sales, referrals and networking within the industry. Our first revenues were earned on November 26, 2010 with the first sale of banner ads. From November 26, 2010 through March 31, 2011 we generated a total of $248,000 of revenues through the sale of banner ads to a total of five advertisers; (Barclay, GregLoring, Kiwibox, AquilaVision Corporation, and RSTECHNIK). The banner ads ran for thirty days each under our standard contractual agreements.

Over the next twelve months, we plan to build our reputation and develop a network in the internet based bulletin board service which will provide free listings of products and services for sale to the general public thereby attracting new advertisers to the bulletin board.

Management feels the Company’s continuation as a going concern depends upon its ability to obtain additional sources of capital and financing. Specifically, management intends to raise additional permanent capital through debt instruments such as bank loans, or private financing. The goal of this effort is to provide working capital for the next year. Our twelve month operating plan is dependent on raising additional permanent capital through debt instruments such as bank loans, or private financing in the amount of $175,000. Presently we do not have any existing sources or plans for financing.

Results of Operations for the Three Months Ended December 31, 2011 and 2010:

	For the three			For the three
	months ended			months ended			Increase /
	December 31, 2011			December 31, 2010			(Decrease)

Revenue	$	130		$	47,833		$	(47,703	)

Operating expenses:
Advertising		9,888			38,859			(28,971	)
Depreciation		531			172			359
General and administrative		47,764			14,359			33,405
Professional fees		4,000			2,000			2,000

Total operating expenses		62,183			55,390			6,793

Net operating loss		(62,053	)		(7,557	)		(54,496	)

Interest expense		(2,245	)		(426	)		(1,819	)

Net loss before provision for income taxes		(64,298	)		(7,983	)		(56,315	)

Provision for income taxes		17,686			-			17,686

Net loss	$	(46,612	)	$	(7,983	)	$	(38,629	)

Revenues:

For the three months ended December 31, 2011 and 2010, we received revenues of $130 and $47,833, respectively, from selling banner ads on our website. This represents a decrease of $47,703 or 100%. The decrease was a result of the receipt of significant advertising revenues recognized during the three months ended December 31, 2010 that were not realized during the comparative three months ended December 31, 2011. As a result of our decreased revenues we re-entered the development stage on July 1, 2011.

Advertising:

Advertising expenses were $9,888 for the three months ended December 31, 2011 compared to $38,859 for the three months ended December 31, 2010, a decrease of $28,971 or 74%. Our advertising expenses consisted primarily of costs associated with marketing our Company through television and internet advertising, as well as, local advertising campaigns utilizing automobile graphics. The decrease was due to a reduction in advertising spending in the three months ended December 31, 2011 compared to the three months ended December 31, 2010 as the resources were unavailable. We have begun to increase our advertising focus and anticipate increased advertising expenses in the future.

Depreciation:

Depreciation expenses for the three months ended December 31, 2011 and the three months ended December 31, 2010 was $531 and $172 respectively, representing an increase of $359 or 208%. The increase was a result of purchasing assets with which to operate our business and generate revenues and subsequently depreciating those assets as they were put into service.

General and Administrative:

General and administrative expenses for the three months ended December 31, 2011 and the three months ended December 31, 2010 was $47,764 and $14,359 respectively, representing an increase of $33,405 or 233%. The increase in general and administrative expenses consisted primarily of officer compensation earned during the three months ended December 31, 2011 that were not earned during the comparative three months ended December 31, 2010. Officer compensation is $30,000 per quarter until April 1, 2012 when it increases to $30,900 per quarter, or $123,600 on an annualized basis.

Professional Fees:

Professional fees for the three months ended December 31, 2011 and the three months ended December 31, 2010 was $4,000 and $2,000 respectively, representing an increase of $2,000 or 100%. The increase was primarily due to professional fees related to our year-end audit and reporting requirements that were not incurred during the three months ended December 31, 2010 as we progressed through our initial S-1 filing with the Securities and Exchange Commission (SEC).

Net Operating Loss:

Net operating loss for the three months ended December 31, 2011 was $62,053 compared to a net operating loss of $7,557 for the three months ended December 31, 2010, an increase of $54,496, or 721%. Net operating loss increased primarily as a result of our diminished revenues and the establishment of officer compensation of $10,000 per month during the three months ended December 31, 2011 that were not realized during the comparative three months ended December 31, 2010.

Total Other Expense:

Total other expense was $2,245 for the three months ended December 31, 2011 compared to $426 for three months ended December 31, 2010, an increase of $1,819, or 427%. The increase in total other expense was due to interest expenses incurred on additional promissory notes payable that were present during the three months ended December 31, 2011 that were not present in the comparative three month period ended December 31, 2010.

Net (Loss) before Provision for Taxes:

For the three months ended December 31, 2011 and 2010, our net (loss) before provision for taxes was $64,298 and $7,983, respectively. The increase of $56,315, or 705%, was primarily a result of our diminished revenues and the establishment of officer compensation of $10,000 per month, along with additional interest expense incurred on promissory notes during the three months ended December 31, 2011 that were not realized during the comparative three months ended December 31, 2010.

Provision for Income Taxes:

Our provision for income taxes grew from $-0- for the three months ended December 31, 2010 to $17,686 for the three months ended December 31, 2011. The increase of $17,686, or 100%, represents an increase related to the recognition of a deferred tax asset related to the net operating loss that is expected to be carried back to the tax returns for the fiscal year ended March 31, 2011. The $17,686 provision for income taxes for the three months ended December 31, 2011 is a combination of a deferred tax asset provision of $10,081 of federal income tax and $7,605 of state income tax.

Net Loss:

The net loss for the three months ended December 31, 2011 was $46,612, compared to a net loss of $7,983 for the three months ended December 31, 2010, an increased net loss of $38,629, or 484%. Net loss increased primarily as a result of our diminished revenues and the establishment of officer compensation of $10,000 per month, along with additional interest expense incurred on promissory notes, along with an offsetting benefit of the $17,686 provision for deferred tax asset recognized during the three months ended December 31, 2011 that were not realized during the comparative three months ended December 31, 2010.

Results of Operations for the Nine Months Ended December 31, 2011 and 2010:

	For the nine			For the nine
	months ended			months ended			Increase /
	December 31, 2011			December 31, 2010			(Decrease)

Revenue	$	130		$	47,833		$	(47,703	)

Operating expenses:
Advertising		43,806			43,859			(53	)
Depreciation		1,593			172			1,421
General and administrative		125,167			15,689			109,478
Professional fees		28,500			17,500			11,000

Total operating expenses		199,066			77,220			121,846

Net operating loss		(198,936	)		(29,387	)		(169,549	)

Interest expense		(3,177	)		(527	)		(2,650	)

Net loss before provision for income taxes		(202,113	)		(29,914	)		(172,199	)

Provision for income taxes		17,686			-			17,686

Net loss	$	(184,427	)	$	(29,914	)	$	(154,513	)

Revenues:

For the nine months ended December 31, 2011 and 2010, we received revenues of $130 and $47,833, respectively, from selling banner ads on our website. This represents a decrease of $47,703 or 100%. The decrease was a result of the receipt of significant advertising revenues recognized during the nine months ended December 31, 2010 that were not realized during the comparative nine months ended December 31, 2011. As a result of our decreased revenues we re-entered the development stage on July 1, 2011.

Advertising:

Advertising expenses were $43,806 for the nine months ended December 31, 2011 compared to $43,859 for the nine months ended December 31, 2010, an increase of $53 or -0-%. Our advertising expenses remained constant and consisted primarily of costs associated with marketing our Company through television and internet advertising, as well as, local advertising campaigns utilizing automobile graphics. We have begun to increase our advertising focus and anticipate increased advertising expenses in the future.

Depreciation:

Depreciation expenses for the nine months ended December 31, 2011 and the nine months ended December 31, 2010 was $1,593 and $172, respectively, representing an increase of $1,421, or 826%. The increase was a result of purchasing assets with which to operate our business and generate revenues and subsequently depreciating those assets as they were put into service.

General and Administrative:

General and administrative expenses for the nine months ended December 31, 2011 and the nine months ended December 31, 2010 was $125,167 and $15,689 respectively, representing an increase of $109,478 or 698%. The increase in general and administrative expenses consisted primarily of officer compensation earned during the three months ended December 31, 2011 that were not earned during the comparative three months ended December 31, 2010. Officer compensation is $30,000 per quarter until April 1, 2012 when it increases to $30,900 per quarter, or $123,600 on an annualized basis.

Professional Fees:

Professional fees for the nine months ended December 31, 2011 and the nine months ended December 31, 2010 was $28,500 and $17,500 respectively, representing an increase of $11,000, or 63%. The increase was a result of $9,000 of increased professional fees during the nine months ended December 31, 2011 related to launching our internet presence that was not incurred during the nine months ended December 31, 2010.

Net Operating Loss:

Net operating loss for the nine months ended December 31, 2011 was $198,936 compared to a net operating loss of $29,387 for the nine months ended December 31, 2010, an increase of $169,549 or 577%. Net operating loss increased primarily due to our diminished revenues, the establishment of officer compensation of $10,000 per month, along with increased professional fees for the nine months ended December 31, 2011 that had not yet been recognized during the nine months ended December 31, 2010.

Total Other Expense:

Total other expense was $3,177 for the nine months ended December 31, 2011 compared to $527 for nine months ended December 31, 2010, an increase of $2,650 or 503%. The increase in total other expense was due to interest expenses incurred on additional promissory notes payable that were initiated during the nine months ended December 31, 2011 that was not present in the comparative period ended December 31, 2010.

Net (Loss) before Provision for Taxes:

For the nine months ended December 31, 2011 and 2010, our net (loss) before provision for taxes was $202,113 and $29,914, respectively. The increase of $172,199, or 576%, was primarily a result of our diminished revenues, the establishment of officer compensation of $10,000 per month and increased professional fees, along with additional interest expense incurred on promissory notes during the nine months ended December 31, 2011 that were not realized during the comparative nine months ended December 31, 2010.

Provision for Income Taxes:

Our provision for income taxes grew from $-0- for the nine months ended December 31, 2010 to $17,686 for the nine months ended December 31, 2011. The increase of $17,686, or 100%, represents an increase related to the recognition of a deferred tax asset related to the net operating loss that is expected to be carried back to the tax returns for the fiscal year ended March 31, 2011. The $17,686 provision for income taxes for the nine months ended December 31, 2011 is a combination of a deferred tax asset provision of $10,081 of federal income tax and $7,605 of state income tax.

Net Loss:

The net loss for the nine months ended December 31, 2011 was $184,427, compared to a net loss of $29,914 for the nine months ended December 31, 2010, an increased net loss of $154,513, or 517%. Net loss increased primarily as a result of our diminished revenues, the establishment of officer compensation of $10,000 per month and increased professional fees, additional interest expense incurred on promissory notes, along with an offsetting benefit of the $17,686 provision for deferred tax asset recognized during the nine months ended December 31, 2011 that were not realized during the comparative nine months ended December 31, 2010.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, total liabilities, retained earnings, accumulated deficit, stockholders’ equity (deficit) and working capital at December 31, 2011 compared to March 31, 2011.

	December 31, 2011			March 31, 2011
Total Assets	$	58,297		$	101,908

Total Liabilities	$	185,810		$	49,215

Retained Earnings (Deficit)	$	(149,734	)	$	34,693

Stockholders’ Equity (Deficit)	$	(127,513	)	$	52,693

Working Capital	$	(45,846	)	$	42,767

Our principal source of operating capital has been derived from private sales of our common stock, loans from our officer and others, and revenues from operations. At December 31, 2011, we had working capital deficit of $45,846. As we continue to implement our business plan and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have, and expect to continue to have, substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

During the nine months ended December 31, 2011 the Company received short term, unsecured, bridge loans totaling $1,141, from the Company’s CEO, Julian Spitari. These loans were repaid in full during the nine months ended December 31, 2011. There is no guarantee that the founder and CEO, Julian Spitari will be willing to commit any further loans to the Company at this time.

In addition, we received a total of $96,000 from four individuals in exchange for unsecured promissory notes, carrying a 7% interest rate, payable eighteen months from the origination dates between July 29, 2011 and September 30, 2011. Interest is payable on the first day of January and the first day of June each year until repaid. No interest payments have yet been paid on these promissory notes.

We also received $25,000 on November 17, 2011 in exchange for an unsecured convertible promissory note, carrying an 8% interest rate, convertible into common stock at $0.20 per share at the holder’s discretion, maturing on November 18, 2012.

Satisfaction of our Cash Obligations for the Next 12 Months

As of December 31, 2011, our cash balance was $27,578. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

Going Concern

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have produced net losses of $184,427 and $29,914 for the nine months ended December 31, 2011 and 2010, respectively, has retained earnings (deficit) of ($149,734) and $34,693 at December 31, 2011 and March 31, 2011, respectively. The Company’s cash on hand is insufficient to sustain operations for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our CEO, Julian Spitari, carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, Mr. Spitari concluded that our disclosure controls and procedures are not effective in timely alerting him to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:

·	The Company does not have an independent board of directors or audit committee or adequate segregation of duties.

·	We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.

Inherent Limitations of Internal Controls

Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, other than those stated above, during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A. Risk Factors

Not applicable.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 5. Other Information

None

Item 6. Exhibits

Exhibit		Description

31.1 *		Section 302 Certification of Chief Financial Officer and Chief Financial Officer
32.1 *		Section 906 Certification of Chief Executive Officer and Chief Financial Officer
101.INS *		XBRL Instance Document
101.SCH *		XBRL Schema Document
101.CAL *		XBRL Calculation Linkbase Document
101.DEF *		XBRL Definition Linkbase Document
101.LAB *		XBRL Labels Linkbase Document
101.PRE *		XBRL Presentation Linkbase Document

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 21, 2012

	FrogAds, Inc.

	By:	/s/ Julian Spitari
		Julian Spitari
		Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

Attached files

FrogAds, Inc. Reports

Also read