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EXCEL - IDEA: XBRL DOCUMENT - PROGRESSIVE GREEN SOLUTIONS, INC.Financial_Report.xls
EX-31.01 - EXHIBIT 31.01 SECTION 302 CERTIFICATIONS - PROGRESSIVE GREEN SOLUTIONS, INC.f10q123112_ex31z01.htm
EX-32.01 - EXHIBIT 32.01 SECTION 906 CERTIFICATIONS - PROGRESSIVE GREEN SOLUTIONS, INC.f10q123112_ex32z01.htm
EX-31.02 - EXHIBIT 31.02 SECTION 302 CERTIFICATIONS - PROGRESSIVE GREEN SOLUTIONS, INC.f10q123112_ex31z02.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, 2012


      . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______


Commission File Number 333-178652

 

MARKETINGMOBILETEXT, INC.

 (Name of small business issuer in its charter)

[f10q123112_10q002.gif]


Nevada

 

45-3539010

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 
501 Santiago Avenue

Long Beach, CA 90814

 (Address of principal executive offices) 


 (562) 498-5880

(Registrant’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.

  X . Yes            .  No

 

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


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.


Large Accelerated Filer

      .                                      

Accelerated Filer  

      .   


Non-Accelerated Filer

      .                 

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    X .  No


As of February 7, 2013, there were 10,400,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.







MARKETINGMOBILETEXT, INC.*


TABLE OF CONTENTS

 

 

Page

 

 

PART I.                 FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

ITEM 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

12

ITEM 4.

CONTROLS AND PROCEDURES

12

  

 

PART II.               OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS

12

ITEM 1A.

RISK FACTORS

12

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

13

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

13

ITEM 4.

MINE SAFETY DISCLOSURES

13

ITEM 5.

OTHER INFORMATION

13

ITEM 6.

EXHIBITS

13


Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of MarketingMobileText, Inc. the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “MMTX”, “we”, “us” and “our” are references to MarketingMobileText, Inc. 




2







PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS










MarketingMobileText, Inc.

(A Development Stage Company)


Condensed Financial Statements


(Expressed in US dollars)


For the period ended December 31, 2012









Condensed Balance Sheets

4


Condensed Statements of Operations

5


Condensed Statements of Cash Flows

6


Notes to the Condensed Financial Statements

7











3






MarketingMobileText, Inc.

(A Development Stage Company)

Condensed Balance Sheets

(Expressed in US dollars)



 

December 31,

2012

$

(unaudited)

 September 30,

 2012

 $

 

 

 

 

ASSETS

 

 

 

 

 

Cash

3,340

18,400

 

 

 

Total Assets

3,340

18,400

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

48,260

32,251

Due to related party

16,000

13,000

Notes payable – related party

39,940

39,940

 

 

 

Total Liabilities

104,200

85,191

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred Stock

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Issued and outstanding: nil preferred shares

 

 

 

Common Stock

Authorized: 290,000,000 common shares with a par value of $0.001 per share

Issued and outstanding: 10,400,000 common shares, respectively

10,400

10,400

 

 

 

Additional paid-in capital

29,600

29,600

 

 

 

Accumulated deficit during the development stage

(140,860)

(106,791)

 

 

 

Total Stockholders’ Deficit

(100,860)

(66,791)

 

 

 

Total Liabilities and Stockholders’ Deficit

3,340

18,400

 

 

 




(The accompanying notes are an integral part of these condensed financial statements)


4





MarketingMobileText, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Expressed in US dollars)

(unaudited)


 

 

For the three months ended December 31,

2012

$

For the three months ended December 31,

2011

$

Accumulated from August 31, 2011 (Date of Inception) to December 31,

2012

$

 





Revenues

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

15,062

10,737

34,455

Management fees

 

3,000

3,000

16,000

Professional fees

 

15,000

9,500

86,000

 

 

 

 

 

Total Operating Expenses

 

33,062

23,237

136,455

 

 

 

 

 

Net loss before other expenses

 

(33,062)

(23,237)

(136,455)

 

 

 

 

 

Other Expenses

 

 

 

 

  

 

 

 

 

  Interest expense

 

(1,007)

(471)

(4,405)

 

 

 

 

 

Net Loss

 

(34,069)

(23,708)

(140,860)


Net Earnings per Share – Basic and Diluted        

 


(0.00)

(0.00)

 


Weighted Average Shares Outstanding – Basic and Diluted             

 


10,400,000

10,000,000

 

 

 

 

 

 












(The accompanying notes are an integral part of these condensed financial statements)


5






MarketingMobileText, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Expressed in US dollars)

(unaudited)


 

For the three months ended December 31,

2012

$

For the three months ended December 31,

2011

$

Accumulated from August 31, 2011 (Date of Inception) to December 31,

2012

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss

(34,069)

(23,708)

(140,860)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

16,009

8,916

48,260

Due to related party

3,000

3,000

16,000

 

 

 

 

Net Cash Used In Operating Activities

(15,060)

(11,792)

(76,600)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from related party

19,970

39,940

Proceeds from issuance of common shares

40,000

 

 

 

 

Net Cash Provided by Financing Activities

19,970

79,940

 

 

 

 

Increase (decrease) in Cash

(15,060)

8,178

3,340

 

 

 

 

Cash – Beginning of Period

18,400

1,507

 

 

 

 

Cash – End of Period

3,340

9,685

3,340

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

Shares issued for founders’ shares

10,000

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

Interest paid

Income tax paid

 

 

 

 

 

 

 

 




(The accompanying notes are an integral part of these condensed financial statements)


6




MarketingMobileText, Inc.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(unaudited)



1.

Nature of Operations and Continuance of Business


MarketingMobileText, Inc. (the “Company”) was incorporated in the state of Nevada on August 31, 2011. The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.


Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2012, the Company has not recognized any revenue, and has an accumulated deficit of $140,860. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is September 30.


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2012, and for all periods presented herein, have been made.


It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2012 audited financial statements.  The results of operations for the periods ended December 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.


b)

Use of Estimates


The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Cash and cash equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  





7




MarketingMobileText, Inc.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


d)

Basic and Diluted Net Loss per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of December 31, 2012, and September 30, 2012, the Company did not have any potentially dilutive shares.


e)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


f)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of December 31, 2012, and September 30, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



8




MarketingMobileText, Inc.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(unaudited)




2.

Summary of Significant Accounting Policies (continued)


g)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Notes Payable


a)

On August 31, 2011, the Company issued a $9,985 promissory note to the President of the Company. Under the terms of the note, the amount is unsecured, accrues interest at 10% per annum, and is due on demand. As of December 31, 2012, the Company recorded accrued interest of $1,417 (September 30, 2012 - $1,165) in accounts payable and accrued liabilities.


b)

On October 25, 2011, the Company issued a $9,985 promissory note to the President of the Company.  Under the terms of the note, the amount is unsecured, accrues interest at 10% per annum, and is due on demand.  As of December 31, 2012, the Company recorded accrued interest of $1,187 (September 30, 2012 - $936) in accounts payable and accrued liabilities.


c)

On December 20, 2011, the Company issued a $9,985 promissory note to the President of the Company.  Under the terms of the note, the amount is unsecured, accrues interest at 10% per annum, and is due on demand.  As of December 31, 2012, the Company recorded accrued interest of $1,034 (September 30, 2012 - $782) in accounts payable and accrued liabilities.


d)

On March 27, 2012, the Company issued a $9,985 promissory note to the President of the Company.  Under the terms of the note, the amount is unsecured, accrues interest at 10% per annum, and is due on demand.  As of December 31, 2012, the Company recorded accrued interest of $766 (September 30, 2012 - $514) in accounts payable and accrued liabilities.


4.

Related Party Transactions


a)

During the period ended December 31, 2012, the Company incurred $3,000 (2011 - $3,000) of management fees to the President and Director of the Company. These amounts have been recorded in Due to related party at December 31, 2012 and September 30, 2012 in the amounts of $16,000 and $13,000, respectively.


5.

Subsequent Events


We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.







9







ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION



FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

December 31,

September 30,

  

2012

$

2012

$

Current Assets

3,340

18,400

Current Liabilities

104,200

85,191

Working Capital (Deficit)

(100,860)

(66,791)


Cash Flows


 

Three months ended December 31,

2012

$

Three months ended December 31,

2011

$

Cash Flows used in Operating Activities

(15,060)

(11,792)

Cash Flows from Financing Activities

-

19,970

Net Increase (decrease) in Cash During Period

(15,060)

8,178


Operating Revenues


For the period from August 31, 2011 (date of inception) to December 31, 2012, the Company did not earn any operating revenues.  


Operating Expenses and Net Loss


During the three months ended December 31, 2012, the Company incurred operating expenses of $33,062 compared to $23,237 for the three months ended December 31, 2011.  The increase in operating expenses were attributed to an increase of $5,500 in professional fees as the Company incurred additional accounting, audit, and legal fees relating to their SEC filing requirements, and an increase of $4,325 in general and administrative costs as the Company had higher office expenses during the period.  


For the three months ended December 31, 2012, the Company recorded a net loss of $34,069 compared to $23,708 for the three months ended December 31, 2011.  In addition to operating expenses, during the period ended December 31, 2012, the Company incurred $1,007 of interest expense relating to accrued interest for outstanding notes payable of $39,940 which is due interest at 10% per annum compared with $471 for the three months ended December 31, 2011.  


For the three months ended December 31, 2012 and 2011, the Company had a net loss per share of $nil per share.  



10









Liquidity and Capital Resources


As at December 31, 2012, the Company had cash and total assets of $3,340 compared with cash and total assets of $18,400 as at September 30, 2012.  The decrease in cash and total assets was attributed to lower amounts of financing received during the quarter.


As at December 31, 2012, the Company had total liabilities of $104,200 compared with $85,191 as at September 30, 2012.  The increase in liabilities were attributed to $16,009 increase in accounts payable and accrued liabilities due to the fact that the Company had insufficient cash flow to repay outstanding obligations on a timely basis, and $3,000 increase in amounts due to related parties for unpaid management fees.


During the three months ended December 31, 2012, the Company did not issue any equity instruments.


Cashflow from Operating Activities


During the period ended December 31, 2012, the Company used $15,060 of cash for operating activities compared with $11,792 during the period ended December 31, 2011.  The increase is attributed to the fact that the Company incurred more professional fees and out-of-pocket costs which were repaid by funds contributed from the President and Director of the Company. 


Cashflow from Investing Activities


During the period from August 31, 2011 (date of inception) to December 31, 2012, the Company did not have any investing activities.  


Cashflow from Financing Activities


During the period ended December 31, 2012, the Company received $nil in proceeds from financing activities compared with $19,970 during the period ended December 31, 2011 from the President and Director of the Company in new notes payable which are unsecured, bear interest at 10% per annum, and due on demand.  


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. 


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 



11









We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4.

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


PART II - OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.

RISK FACTORS.


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



12









ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


1.  Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.  Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.

MINE SAFETY DISCLOSURES.


Not Applicable.


ITEM 5.

OTHER INFORMATION.


None.


ITEM 6.

EXHIBITS


Exhibit

Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on December 21, 2011 as part of our Registration Statement on Form S-1.

3.02

Bylaws

Filed with the SEC on December 21, 2011 as part of our Registration Statement on Form S-1.

10.01

Management Agreement dated October 5, 2011 between the Company and Kelly Storms.

Filed with the SEC on December 21, 2011 as part of our Registration Statement on Form S-1.

10.02

Promissory Note between the Company and Kelly Storms dated October 5, 2011

Filed with the SEC on December 21, 2011 as part of our Registration Statement on Form S-1.

10.03

Promissory Note between the Company and Kelly Storms dated December 15, 2011

Filed with the SEC on December 21, 2011 as part of our Registration Statement on Form S-1.

10.04

Promissory Note between the Company and Kelly Storms dated January 24, 2012.

Filed with the SEC on February 2, 2012, as part of our Registration Statement on Form S-1/A.

10.05

Promissory Note between the Company and Kelly Storms dated April 18, 2012.

Filed with the SEC on May 21, 2012, as part of our Quarterly Report on Form 10-Q.

14.01

Code of Ethics.

Filed with the SEC on December 21, 2011 as part of our Registration Statement on Form S-1.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.



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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

  

 

 

  

MARKETINGMOBILETEXT, INC.

 

 

  

Dated: February 14, 2013

 

        /s/ Kelly Storms

  

  

By:  Kelly Storms

  

  

Its: President, CEO, CFO, Principal Accounting Officer, Secretary, Treasurer and Director




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