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EX-32.1 - CERTIFICATION - PROGRESSIVE GREEN SOLUTIONS, INC.v369119_ex32-1.htm
EX-31.1 - CERTIFICATION - PROGRESSIVE GREEN SOLUTIONS, INC.v369119_ex31-1.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, 2013

 

¨ 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)

 

 

Nevada   45-3539010
(State of incorporation)   (I.R.S. Employer Identification No.)

 

445 County Road, 101, Suite E

Yaphank, New York 11980

(Address of principal executive offices)

(631) 775-8920

(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. Yes x 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 ¨ No x

 

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 ¨. (Do not check if a smaller reporting company) 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 ¨ No x

 

As of February 19,2014, 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 3
     
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 13
     
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 1A. RISK FACTORS 13
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 14

 

 
 

 

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

 

Marketing Mobile Text, Inc.

(A Development Stage Company)

 

Condensed Financial Statements

 

(Expressed in US dollars)

 

For the period ended December 31, 2013

 

Condensed Balance Sheets 4
   
Condensed Statements of Operations 5
   
Condensed Statements of Cash Flows 6
   
Notes to the Condensed Financial Statements 7

 

3
 

 

Marketing Mobile Text, Inc.

(A Development Stage Company)

Condensed Balance Sheets

(Expressed in US dollars)

 

   December 31,   September 30, 
   2013   2013 
   $   $ 
   (unaudited)     
         
ASSETS          
           
Cash        
           
Total Assets        
           
LIABILITIES          
           
Current Liabilities          
           
Accounts payable and accrued liabilities   1,698    10,590 
Due to related party       34,660 
Notes payable – related party       39,940 
           
Total Liabilities   1,698    85,190 
           
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   117,842    29,600 
           
Accumulated deficit during the development stage   (129,940)   (125,190)
           
Total Stockholders’ Deficit   (1,698)   (85,190)
           
Total Liabilities and Stockholders’ Deficit        

 

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

 

4
 

 

Marketing Mobile Text, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Expressed in US dollars)

(unaudited)

 

   For the three
months ended
December 31,
2013
$
   For the three
months ended
December 31,
2012
$
   Accumulated from
August 31, 2011 
(Date of Inception)
 to December 31,
2013
$
 
             
Revenues            
                
Operating Expenses               
                
General and administrative       15,062    35,298 
Management fees       3,000    25,000 
Professional fees   4,750    15,000    100,250 
                
Total Operating Expenses   4,750    33,062    160,548 
                
Net loss before other expenses   (4,750)   (33,062)   (160,548)
                
Other Expenses               
                
Interest expense       (1,007)   (7,392)
Gain on settlement of debt           38,000 
                
Net Loss   (4,750)   (34,069)   (129,940)
                
Net Loss per Share – Basic and Diluted   (0.00)   (0.00)     
                
Weighted Average Shares Outstanding – Basic and Diluted   10,400,000    10,400,000      

 

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

 

5
 

 

Marketing Mobile Text, Inc.

(A Development Stage Company)

Condensed Statements of Cashflows

(Expressed in US dollars)

(unaudited)

 

   For the three
months ended
December 31,
2013
$
   For the three
months ended
December 31,
2012
$
   Accumulated from
August 31, 2011
(Date of Inception)
to December 31,
2013
$
 
             
Operating Activities               
                
Net loss   (4,750)   (34,069)   (129,940)
                
Adjustments  to reconcile net loss for non-cash items relating to operating activities:               
                
Gain on settlement of accounts payable           (38,000)
Expenses paid by a related party   4,750        17,750 
                
Changes in operating assets and liabilities:               
                
Accounts payable and accrued liabilities       16,009    48,590 
Due to related party       3,000    21,660 
                
Net Cash Used In Operating Activities       (15,060)   (79,940)
                
Financing Activities               
                
Proceeds from related party           39,940 
Proceeds from issuance of common shares           40,000 
                
Net Cash Provided by Financing Activities           79,940 
                
Increase (decrease) in Cash       (15,060)    
                
Cash – Beginning of Period       18,400     
                
Cash – End of Period       3,340     
                
Non-cash investing and financing activities               
                
Shares issued for founders’ shares           10,000 
Forgiveness of related party debt   88,242        88,242 
                
Supplemental Disclosures               
                
Interest paid            
Income tax paid            

 

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

 

6
 

 

Marketing Mobile Text, Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

 

1.Nature of Operations and Continuance of Business

 

Marketing Mobile Text, 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, 2013, the Company has not recognized any revenue, and has an accumulated deficit of $129,940. 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, 2013 audited financial statements.  The results of operations for the periods ended December 31, 2013 and 2012 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
 

 

Marketing Mobile Text, Inc.

(A Development Stage Company)

Notes to the 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 and September 30, 2013, 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 and September 30, 2013, 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
 

 

Marketing Mobile Text, Inc.

(A Development Stage Company)

Notes to the 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 former 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. During the period ended December 31, 2013, the former President of the Company forgave all principal and interest payments owing on the note.

 

b)On October 25, 2011, the Company issued a $9,985 promissory note to the former 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. During the period ended December 31, 2013, the former President of the Company forgave all principal and interest payments owing on the note.

 

c)On December 20, 2011, the Company issued a $9,985 promissory note to the former 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. During the period ended December 31, 2013, the former President of the Company forgave all principal and interest payments owing on the note.

 

d)On March 27, 2012, the Company issued a $9,985 promissory note to the former 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. During the period ended December 31, 2013, the former President of the Company forgave all principal and interest payments owing on the note.

 

4.Related Party Transactions

 

a)During the period ended December 31, 2013, the Company incurred $nil (2012 - $3,000) of management fees to the former President and Director of the Company. During the period ended December 31, 2013, the former President and Director of the Company forgave all related party balances owed by the Company.

 

b)During the period ended December 31, 2013, the former President and Director of the Company forgave $88,242 of amounts owing from the Company, including promissory notes totaling $39,940, accrued interest on promissory notes of $7,392, and amounts owed for payment of general expenditures of $40,910. The forgiveness of related party debt was credited against additional paid-in capital.

 

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
 

 

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, 
   2013
$
   2013
$
 
Current Assets   -    - 
Current Liabilities   1,698    85,190 
Working Capital (Deficit)   (1,698)   (85,190)

 

Cash Flows

 

   Three months ended
December 31,
2013
$
   Three months ended
December 31,
2012
$
 
Cash Flows used in Operating Activities   -    (15,060)
Cash Flows from Financing Activities   -    - 
Net Increase (decrease) in Cash During Period   -    (15,060)

 

Operating Revenues

 

For the period from August 31, 2011 (date of inception) to December 31, 2013, the Company did not earn any operating revenues.

 

Operating Expenses and Net Loss

 

During the three months ended December 31, 2013, the Company incurred operating expenses of $4,750 compared to $33,062 for the three months ended December 31, 2012. The decrease in operating expenses were attributed to the fact that the Company had no cash on hand which restricted the amount of operating activity incurred during the period.

 

For the three months ended December 31, 2013, the Company recorded a net loss of $4,750 compared to $33,062 for the three months ended December 31, 2012. 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. The Company did not have any interest expense during the period ended December 31, 2013 as the related party notes were forgiven during the period.

 

10
 

 

For the three months ended December 31, 2013 and 2012, the Company had a net loss per share of $nil per share.

 

Liquidity and Capital Resources

 

As at December 31, 2013 and September 30, 2013, the Company had cash and total assets of $nil.

 

As at December 31, 2013, the Company had total liabilities of $1,698 compared with $85,190 as at September 30, 2013. The decrease in liabilities was attributed to the forgiveness of amounts due to the former President and Director of the Company, which totaled $88,242 including amounts incurred during the three months ended December 31, 2013.

 

During the three months ended December 31, 2013, the Company did not issue any equity instruments.

 

Cashflow from Operating Activities

 

During the period ended December 31, 2013, the Company used $nil of cash for operating activities compared with $15,060 during the period ended December 31, 2012. The decrease is attributed to the fact that the Company did not have any cash flows during the period, and did not raise any new proceeds from investing or financing activities.  

 

Cashflow from Investing Activities

 

During the period from August 31, 2011 (date of inception) to December 31, 2013, the Company did not have any investing activities.

 

Cashflow from Financing Activities

 

During the period ended December 31, 2013 and 2012, the Company did not have any financing activities.

 

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.

 

11
 

 

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.

 

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, 2013, 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.

 

12
 

 

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.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

13
 

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

(a)Exhibit Index

 

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.

 

(b)Reports on Form 8-K during the fiscal quarter ended December 21, 2013, the Company filed the following report on Form 8-K. On November 8, 2013, the Company filed a Current Report on Form 8-K disclosing that Kelly Storms, the Company’s principal shareholder, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director, consummated the sale of Ms. Storms’ 10,000,000 shares  common stock to Slimko Holdings LLC. The acquisition of the shares, which represent 96% of the Company’s shares of outstanding, resulted in a change in control of the Company. In connection with the sale of the shares, Ms. Storms waived, forgave and discharged any indebtedness of any kind owed to her by the Company.  In connection with the sale of the shares, Anselm Bartholomew was appointed a Director of the Registrant and, upon Ms. Storms resignation, was appointed to serve as the Registrant’s Chief Executive Officer and Chief Financial Officer.
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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 19,2014   /s/ Anselm Bartholomew
    By: Anselm Bartholomew
   

Its: Chief Executive and Financial Officer and Chairman

(Principal Executive and Principal Accounting and Financial Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

Dated: February 19, 2014

 

/s/ Anselm Bartholomew  
By: Anselm Bartholomew  
Its: Director  

 

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