UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Amendment No. 1 to

FORM 10-Q

 

 

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

for the quarterly period ended June 30, 2012

 

 

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.

(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 August 17, 2012 was 129,166,333.

 

 

 

EXPLANATORY NOTE

 

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q is being filed to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T, and, the following revisions were made to correct certain errors within the text:

 

·

The reference to the Company’s former name (Imobolis, Inc.) was removed from each of the financial statements as presentation is no longer necessary.

 

·

Reference to the 90,500,000 shares issued and outstanding at March 31, 2012 was added to the parenthetical disclosure on the Common stock row within the Stockholders’ equity (deficit) section of the balance sheet.

 

·

Note 2 has been amended to add the date reference of March 31, 2012 to clarify the accumulated deficit of $685,177 relates to the comparative period.

 

·

Note 11 has been amended to (1) depict that the August 13, 2012 debt conversion represented $1,000 of principal and $500 of accrued interest in exchange for 1,500,000 shares of common stock, as opposed to the $1,500 of principal previously disclosed, and (2) depict that the July 19, 2012 debt conversion represented $25,000 of principal and $1,500 of accrued interest in exchange for 8,333,333 shares of common stock, as opposed to the $8,333 of principal previously disclosed.

  

No other changes have been made to the Form 10-Q, as originally filed on August 20, 2012.

 

 

 

 

FROGADS, INC.

FORM 10-Q

 

INDEX		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Balance Sheets as of June 30, 2012 (Unaudited) and March 31, 2012	3
	Condensed Statements of Operations for the Three Months ended June 30, 2012 and 2011 (Unaudited), and the period from July 1, 2011 (date of re-entry of development stage) to June 30, 2012 (Unaudited)	4
	Condensed Statements of Cash Flows for the Three Months ended June 30, 2012 and 2011 (unaudited), and the period from July 1, 2011 (date of re-entry of development stage) to June 30, 2012 (Unaudited)	5
	Notes to the Condensed Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II. OTHER INFORMATION		20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
SIGNATURES		21

 

 

PART I - FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

FROGADS, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

 

		June 30,				March 31,
		2012				2012
ASSETS		(Unaudited)
Current assets:
Cash		$	667			$	8,815
Prepaid expenses			867				38,622
Deposits			7,407				8,267
Income tax receivable			17,686				17,686
Total current assets			26,627				73,390
Property and equipment, net			7,271				7,802
Total assets		$	33,898			$	81,192
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	25,709			$	12,868
Accrued expenses			40,050				44,766
Convertible notes payable, net of discounts of $314,134 and $205,165, respectively			265,866				214,835
Notes payable			96,000				96,000
Total current liabilities			427,625				368,469
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, 99,833,000 and 90,500,000 shares issued and outstanding at June 30, 2012 and March 31, 2012, respectively			99,833				90,500
Additional Paid in Capital			1,168,347				307,400
Accumulated (deficit) prior to re-entry into development stage			(35,446	)			(35,446	)
Accumulated (deficit) during development stage			(1,626,461	)			(649,731	)
Total stockholders' equity (deficit)			(393,727	)			(287,277	)
Total liabilities and stockholders' equity (deficit)		$	33,898			$	81,192

 

See accompanying notes to financial statements.                

 

 

FROGADS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the three months								July 1, 2011
		Ended June 30,								(re-entry) to
		2012				2011				June 30, 2012
Revenue		$	675			$	–			$	1,255
Operating expenses:
Advertising			91,369				17,583				531,154
Depreciation			531				531				2,124
General and administrative			99,573				38,109				266,982
Professional fees			613,995				13,717				637,678
Total operating expenses			805,468				69,940				1,437,938
Net operating loss			(804,793	)			(69,940	)			(1,436,683	)
Interest expense			(171,937	)			(199	)			(207,464	)
Net loss before provision for
income taxes			(976,730	)			(70,139	)			(1,644,147	)
Provision for income taxes			–				–				17,686
Net loss		$	(976,730	)		$	(70,139	)		$	(1,626,461	)
Weighted average number of common shares outstanding - basic and fully diluted			95,254,758				90,000,000
Net loss per share - basic and fully diluted		$	(0.01	)		$	(0.00	)

 

See accompanying notes to financial statements.

 

 

 

  FROGADS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the three months								July 1, 2011
		Ended June 30,								(re-entry) to
		2012				2011				June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(976,730	)		$	(70,139	)		$	(1,626,461	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation			531				531				2,124
Amortization of beneficial conversion feature			159,934				–				186,698
Common stock issued for services			550,000				–				695,000
(Increase) decrease in assets:
Prepaid expenses			37,755				(22	)			5,778
Deposits			860				–				(7,407	)
Income tax receivable			–				–				(17,686	)
Increase (decrease) in liabilities:
Accounts payable			12,841				(3,500	)			24,775
Accrued expenses			(3,339	)			4,750				1,896
Net cash used in operating activities			(218,148	)			(68,380	)			(735,283	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable			210,000				–				630,000
Proceeds from notes payable			–				–				96,000
Repayment on notes payable			–				–				(10,000	)
Proceeds received from contributed capital			–				–				2,971
Net cash provided by financing activities			210,000				–				718,971
NET CHANGE IN CASH			(8,148	)			(68,380	)			(16,312	)
CASH AT BEGINNING OF YEAR			8,815				85,359				16,979
CASH AT END OF YEAR		$	667			$	16,979			$	667
SUPPLEMENTAL DISCLOSURES:
Interest paid		$	–			$	–			$	–
Income taxes paid		$	–			$	–			$	–
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Discount on beneficial conversion feature of convertible debt		$	268,903			$	–
Conversion of debts		$	51,377			$	–

 

           

See accompanying notes to financial statements.

 

 

 

Note 1 – Nature of Business and Basis of Presentation

 

Nature of Business

FrogAds, 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 31^st.

 

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, 2012 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.

 

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

 

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

 

 

Note 2 – Going Concern

 

As shown in the accompanying financial statements, the Company has incurred net losses of $976,730 and $70,139 for the three months ended June 30, 2012 and 2011, respectively, and has an accumulated deficit of 1,661,907 and $685,177 at June 30, 2012 and March 31, 2012, respectively. Also, the Company’s current liabilities exceed its current assets by $400,998 as of June 30, 2012. 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. This contract was amended on April 1, 2012 to increase the annual base salary to $180,000 with a three percent (3%) annual increase upon renewal. The agreement is automatically renewable for one year terms until terminated by either party.

 

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.

 

 

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.

 

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2012 and March 31, 2012

 

Fair Value Measurements at June 30, 2012

Level 1

Level 2

Level 13

Assets

None

$

–

$

–

$

–

Total assets

–

–

–

Liabilities

Convertible notes payable

–

–

265,866

Total liabilities

–

–

265,866

$

–

$

–

$

(265,866

)

 

Fair Value Measurements at March 31, 2012

Level 1

Level 2

Level 1

Assets

None

$

–

$

–

$

–

Total assets

–

–

–

Liabilities

Convertible notes payable

–

–

214,835

Total liabilities

–

–

214,835

$

–

$

–

$

(214,835

)

 

 

Note 5 – Property and Equipment

 

Property and Equipment consists of the following:

 

		June 30,				March 31,
		2012				2012
Computer equipment		$	10,629			$	10,629
Less accumulated depreciation			(3,358	)			(2,827	)
		$	7,271			$	7,802

 

Depreciation expense totaled $531 and $531 for the three months ended June 30, 2012, and 2011, respectively.

 

 

Note 6 – Accrued Expenses

 

As of June 30, 2012 and March 31, 2012 accrued expenses included the following:

 

		June 30,				March 31,
		2012				2012
Accrued Payroll, Officers		$	2,308			$	1,200
Accrued Payroll, Office			1,200				–
Accrued Payroll Taxes			–				17,650
Accrued Interest			18,856				8,230
Accrued Income Taxes			17,686				17,686
		$	40,050			$	44,766

 

 

 

Note 7 – Convertible Notes Payable

 

Note payable consists of the following at June 30, 2012 and March 31, 2012, respectively:

 

		June 30,				March 31,
		2012				2012
Unsecured convertible promissory note, carries an 8% interest rate, matures on December 29, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		$	5,000			$	–
Unsecured convertible promissory note, carries an 8% interest rate, matures on December 18, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			10,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on December 8, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			15,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on November 25, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			10,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on November 25, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			15,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on October 30, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			25,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on October 25, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			50,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on October 17, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			25,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on October 13, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			25,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on October 2, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			30,000				–
Unsecured convertible promissory note, carries an 8% interest rate, matures on September 29, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			25,000

 

Unsecured convertible promissory note, carries an 8% interest rate, matures on September 23, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			30,000				30,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on September 23, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			30,000				30,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on September 17, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			30,000				30,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on August 24, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.			35,000				35,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on February 12, 2013 convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.			80,000				80,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on February 1, 2013, convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.			100,000				100,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on January 25, 2013, convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.			15,000				15,000

 

Unsecured convertible promissory note, carries an 8% interest rate, matures on January 22, 2013, convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater			25,000				25,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on January 10, 2013 convertible into common stock at $0.20 per share at the holder’s discretion. The debt and accrued interest was converted into 2,025,974 shares of common stock on June 1, 2012. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.			–				25,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on November 16, 2012, convertible into common stock at $0.20 per share at the holder’s discretion. The debt and accrued interest was converted into 2,307,026 shares of common stock on June 1, 2012. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.			–				25,000
		$	580,000			$	420,000
Less unamortized discount on beneficial conversion feature			314,134				205,165
		$	265,866			$	214,835

 

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 $500,832. The discount is amortized from the dates of issuance until the stated redemption date of the debt, consisting of either six months or one year.

 

During the three months ended June 30, 2012 and 2011, the Company recorded financial expenses in the amount of $159,934 and $-0-, respectively, attributed to the amortization of the aforementioned debt discount. Of these amounts, $6,820 and $-0- was accelerated due to conversions of the underlying debts into shares of common stock for the three months ended June 30, 2012 and 2011, respectively.

 

The Company recorded interest expense in the amount of $10,322 and $-0- related to the convertible notes payable for the three months ended June 31, 2012, and 2011, respectively.

 

 

Note 8 – Notes Payable

 

Notes payable consists of the following at June 30, 2012 and March 31, 2012, respectively:

 

		June 30,				March 31,
		2012				2012
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				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				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				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				20,000
Total notes payable			96,000				96,000
Less current portion of long term debts			(96,000	)			(96,000	)
Total long term portion of notes payable		$	–			$	–

 

 

 

 

 

The Company recorded interest expense in the amount of $1,681 and $199 related to the notes payable for the three months ended June 30, 2012 and 2011, respectively.

 

 

Note 9 – 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 June 2, 2012, the Company issued 2,307,026 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $26,000, which consisted of $25,000 of principal and $1,000 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On June 1, 2012, the Company issued 2,025,974 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $25,377, which consisted of $25,000 of principal and $377 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On May 1, 2012, the Company granted 4,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $110,000 based on the closing price of the Company’s common stock on the date of grant.

 

On May 1, 2012, the Company granted 1,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $440,000 based on the closing price of the Company’s common stock on the date of grant.

 

On January 31, 2012, the Company granted 500,000 shares of restricted common stock for advertising services. The fair value of the common stock was $145,000 based on the closing price of the Company’s common stock on the date of grant.

 

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 10 – 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 three months ended June 30, 2012 and the year ended March 31, 2012, respectively, the Company produced net operating losses before provision for income taxes of $976,730, and $719,870 respectively, accordingly, a provision for income taxes of $-0- and $17,686 has been recorded at June 30, 2012 and March 31, 2012, respectively. The Company had approximately $1,527,000 of federal and state net operating loss carry forwards at June 30, 2012. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.

 

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

 

		June 30,				March 31,
		2012				2012
Current:
Federal income tax		$	–			$	(10,081	)
State income tax			–				(7,605	)
		$	–			$	(17,686	)
Deferred tax assets, net operating loss carry forwards:
Federal income tax		$	397,020			$	243,422
State income tax			137,430				56,423
			534,450				299,845
Less: Income tax receivable			–				(17,686	)
Less: Valuation allowance			(534,450	)			(282,159	)
Net deferred tax assets		$	–			$	–

 

Based on the available objective evidence, including the Company’s taxable income during the three months ended June 30, 2012, management believes it is more likely than not that the net deferred tax assets will be fully realizable through the use of NOL carryback provisions.

 

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:

 

	June 30,		March 31,
	2012		2012
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.

 

 

Note 11 – Subsequent Events

 

Amendment to Articles of Incorporation

On July 25, 2012, a closely held voting majority of the shareholders approved an amendment to the Company’s Articles of Incorporation which increased the number of authorized shares of common stock from 200,000,000 shares to 900,000,000 shares of its $0.001 par value common stock.

 

Convertible Promissory Notes

On July 10, 2012, the Company received proceeds of $30,000 in exchange for an unsecured convertible promissory note, which carries an 8% interest rate, matures on January 10, 2013, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.006 per share.

 

On July 12, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $5,000, which carries an 8% interest rate, matures on January 12, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.006 per share.

 

On July 20, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $15,000, which carries an 8% interest rate, matures on January 12, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.006 per share.

 

On August 6, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $20,000, which carries an 8% interest rate, matures on February 7, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.001 per share.

 

On August 6, 2012 the Company issued another unsecured convertible promissory note, for proceeds of $20,000, which carries an 8% interest rate, matures on February 7, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.001 per share.

 

Common Stock Issuances

 

On August 13, 2012, the Company issued 1,500,000 shares of common stock pursuant to a debt holder’s request to convert $1,000 of principal, and $500 accrued interest on an original $20,000 note. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On August 7, 2012, the Company issued 5,000,000 shares of common stock pursuant to a debt holder’s request to convert $5,000 of principal on an original $20,000 note. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On August 7, 2012, the Company issued another 5,000,000 shares of common stock pursuant to another debt holder’s request to convert $5,000 of principal on an original $20,000 note. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On July 30, 2012, the Company issued 5,000,000 shares of common stock pursuant to a debt holder’s request to convert $5,000 of principal on an original $20,000 note. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On July 30, 2012, the Company issued 4,000,000 shares of common stock pursuant to a debt holder’s request to convert $4,000 of principal on an original $20,000 note. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On July 19, 2012, the Company issued 8,333,333 shares of common stock pursuant to a debt holder’s request to convert $25,000 of principal with $1,500 of accrued interest on a convertible note. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

 

 

 

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.

 

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.

 

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. Presently we do not have any existing sources or plans for financing.

 

 

Results of Operations for the Three Months Ended June 30, 2012 and 2011:

 

		For the three				For the three
		months ended				months ended				Increase /
		June 30, 2012				June 30, 2011				(Decrease)
Revenue		$	675			$	–			$	675
Operating expenses:
Advertising			91,369				17,583				73,786
Depreciation			531				531				–
General and administrative			99,573				38,109				61,464
Professional fees			613,995				13,717				600,278
Total operating expenses			805,468				69,940				735,528
Net operating loss			(804,793	)			(69,940	)			(734,853	)
Interest expense			(171,937	)			(199	)			(171,738	)
Net loss before provision for income taxes			(976,730	)			(70,139	)			(906,591	)
Provision for income taxes			–				–				–
Net loss		$	(976,730	)		$	(70,139	)		$	(906,591	)

 

Revenues:

 

For the three months ended June 30 2012 and 2011, we received revenues of $675 and $-0-, respectively, from selling banner ads on our website. This represents a decrease of $675 or 100%. The increase was a result of the receipt of advertising revenues recognized during the three months ended June 30, 2012 that were not realized during the comparative three months ended June 30, 2011. As a result of our lack of revenues we re-entered the development stage on July 1, 2011.

 

Advertising:

 

Advertising expenses were $91,369 for the three months ended June 30, 2012 compared to $17,583 for the three months ended June 30, 2011, an increase of $73,786 or 420%. 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 increase was due to an increase in advertising spending in the three months ended June 30, 2012 compared to the three months ended June 30, 2011 as the resources were unavailable at that time. We have begun to increase our advertising focus and anticipate increased advertising expenses in the future.

 

Depreciation:

 

Depreciation expenses for the three months ended June 30, 2012 and 2011 was $531 and $531 respectively, representing an increase of $0 or 0%. Depreciation was the same for both periods as there were no new assets put into service and the assets are not yet fully depreciated.

 

General and Administrative:

 

General and administrative expenses for the three months ended June 30, 2012 and 2011 was $99,573 and $38,109 respectively, representing an increase of $61,464 or 161%. The increase in general and administrative expenses consisted primarily of compensation to employees, rent and other costs associated with opening additional offices during the three months ended June 30, 2012 that were not present during the comparative three months ended June 30, 2011. Officer compensation also increased from $30,000 per quarter until April 1, 2012 when it increases to $45,000 per quarter, or $180,000 on an annualized basis.

 

Professional Fees:

 

Professional fees for the three months ended June 30, 2012 and 2011 was $613,995 and $13,717 respectively, representing an increase of $600,278 or 4,376%. The increase was primarily due to professional fees related to consulting agreements that were not incurred during the three months ended June 30, 2011.

 

Net Operating Loss:

 

Net operating loss for the three months ended June 30, 2012 was $804,793 compared to a net operating loss of $69,940 for the three months ended June 30, 2011, an increase of $734,853, or 1,051%. Net operating loss increased primarily as a result of our consulting agreements and the opening of additional offices.

 

Total Other Expense:

 

Total other expense was $171,937 for the three months ended June 30, 2012 compared to $199 for three months ended June 30, 2011, an increase of $171,738, or 86,301%. 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 June 30, 2012 that were not present in the comparative three month period ended June 30, 2011.

 

Net Loss:

 

The net loss for the three months ended June 30, 2012 was $976,730, compared to a net loss of $70,139 for the three months ended June 30, 2011, an increased net loss of $906,591, or 1,293%. Net loss increased primarily as a result of our consulting agreements, the establishment of additional offices, along with additional interest expense incurred on promissory notes that existed on June 30, 2012 were not realized during the comparative three months ended June 30, 2011.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

The following table summarizes total assets, total liabilities, retained earnings, accumulated deficit, stockholders’ equity (deficit) and working capital at June 30, 2012 compared to March 31, 2012.

 

		June 30,				March 31,
		2012				2012
Total Assets		$	33,898			$	81,192
Total Liabilities		$	427,625			$	368,469
Retained Earnings (Deficit)		$	(1,661,907	)		$	(685,177	)
Stockholders’ Equity (Deficit)		$	(393,727	)		$	(287,277	)
Working Capital		$	(400,998	)		$	(295,079	)

 

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 June 30, 2012 we had a working capital deficit of $400,998. 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.

 

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.

 

We have also received $270,000 from two different organizations in exchange for six 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 various dates between November 16, 2012 and February 12, 2013. $50,000 of these convertible notes, along with accrued interest have been converted into 4,333,000 shares common stock on May 1, 2012

 

We have also received $410,000 from two different organizations in exchange for eighteen unsecured convertible promissory note, carrying an 8% interest rate, convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.05 per share whichever is greater, maturing on various dates between August 24, 2012 and December 29, 2012.

 

Satisfaction of our Cash Obligations for the Next 12 Months

 

As of June 30, 2012, our cash balance was $667. 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 $976,730 and $70,139 for the three months ended June 30, 2012 and 2011, respectively, has retained earnings (deficit) of ($1,661,907) and ($685,177) at June 30, 2012 and March 31, 2012, 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

 

On June 2, 2012, the Company issued 2,307,026 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $26,000, which consisted of $25,000 of principal and $1,000 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On June 1, 2012, the Company issued 2,025,974 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $25,377, which consisted of $25,000 of principal and $377 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

 

On May 1, 2012, the Company granted 4,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $110,000 based on the closing price of the Company’s common stock on the date of grant.

 

On May 1, 2012, the Company granted 1,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $440,000 based on the closing price of the Company’s common stock on the date of grant.

 

 

Item 3. Defaults Upon Senior Securities

 

None

 

 

Item 5. Other Information

 

On July 25, 2012, a closely held voting majority of the shareholders approved an amendment to the Company’s Articles of Incorporation which increased the number of authorized shares of common stock from 200,000,000 shares to 900,000,000 shares of its $0.001 par value common stock.

 

 

Item 6. Exhibits

 

Exhibit		Description
3.1		Certificate of Amendment to Articles of Incorporation, July 25, 2012, previously filed
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 Label Linkbase Document
101.PRE **		XBRL Presentation Linkbase Document

 

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

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: September 10, 2012

 

	FrogAds, Inc.
	/s/ Julian Spitari
	Julian Spitari
	Chief Executive Officer
	(Principal Executive Officer and Principal Financial Officer)