UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  X .

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT of 1934

For the quarterly period ended: June 30, 2015

Or

      .

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to

Commission file Number: 000-55286

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.  (1) 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  X . No      .  The Company has no corporate Web site.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      . No  X .

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years

Not applicable.

Outstanding Shares

At August 12, 2015 there were 4,270,995 shares of the Registrant's Common Stock.

MOMS ONLINE, INC.

TABLE OF CONTENTS

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PART I.  FINANCIAL INFORMATION

ITEM 1. Financial Statements

MOMS ONLINE, INC.

BALANCE SHEETS

(UNAUDITED)

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

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MOMS ONLINE, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

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

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MOMS ONLINE, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

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MOMS ONLINE, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1:  BASIS OF PRESENTATION

Basis of Presentation

The unaudited interim financial statements of Moms Online, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented herein. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the three and six month periods ended June 30, 2015 are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2015. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2014.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

NOTE 2: GOING CONCERN

As shown in the accompanying financial statements, we have incurred losses in each year since inception and have an accumulated deficit of $415,481 and cash of only $25,089 as of June 30, 2015. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

NOTE 3: RELATED PARTY TRANSACTIONS AND RELATIONSHIPS

During the six months ended June 30, 2015 and 2014, ICE paid certain expenses for and on behalf of the Company of $64,574 and $25,000 respectively, including cash advanced to the company $20,000 and $0, respectively, which were accounted for as amounts due to parent and are due on demand. As of June 30, 2015 and December 31, 2014, the outstanding amounts due to parent were $158,759 and $94,185, respectively.

In addition, Social Quotient Inc., the company’s affiliate (sister corp.) paid $15,706 and $30,270 of expenses, respectively, for and in behalf of the Company, which were accounted for as paid in capital.

WB Capital Inc., an affiliated company controlled by the Company’s two largest individual shareholders, provides potential Merger/Acquisition, strategic planning, and investor relations services for the Company through travel, communication and meetings with potential investors and/or suitors. As of June 30, 2015, the Company had a balance payable to WB Capital of $15,000.

The Company’s acting Chief Financial Officer, Scott E. Lybbert, is an independent contractor, minority shareholder and a Director. The Company paid $6,250 and $7,500 to Mr. Lybbert for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, the Company had a balance payable to Mr. Lybbert of $1,250.

NOTE 4: WEBSITE AND INTANGIBLE ASSETS

Since inception, most of the Company’s resources have been focused on creating its business model and related website. Certain costs incurred in development of our website were capitalized with a total of $86,486 allocated to our website development by December 31, 2014. The Company capitalized no cost ($0) for the six months ended June 30, 2015. The Company began amortizing its capitalized website costs over a three year period, beginning January 1, 2015 since development had been completed. Amortization expense for the six months ended June 30, 2015 was $14,414.

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NOTE 5:  EQUITY

Common stock

The authorized capital stock of the Company consists of 75,000,000 shares of Common stock, par value $.001 per share, of which 4,270,995 were outstanding as of June 30, 2015.

The holders of Common Stock are entitled to one vote per share on each matter submitted to a vote at any rights and, therefore, a majority of the shares of outstanding Common Stock will be able to elect the entire board of directors and, if they do so, minority shareholders would not be able to elect any persons to the board of directors.  Moms Online’s bylaws provide that a majority of the issued and outstanding shares of Moms Online constitutes a quorum for shareholders’ meetings.

Shareholders of Moms Online have no preemptive rights to acquire additional shares of Common Stock or other securities.  The Common Stock is not subject to redemption and carries no subscription or conversion rights.  In the event of liquidation of Moms Online, the shares of Common Stock are entitled to share equally in corporate assets after satisfaction of all liabilities.

Holders of Common Stock are entitled to receive such dividends, as the board of directors may from time to time declare out of funds legally available for the payment of dividends.  Moms Online seeks growth and expansion of its business through the reinvestment of profits, if any, and does not anticipate that we will pay dividends in the foreseeable future.

On February 24, 2015 the Company sold 5,000 shares of the Company’s common stock to an existing shareholder at $1.00 per share.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto.  See "ITEM 1 FINANCIAL STATEMENTS".

Management's Discussion and Analysis:

Certain statements in this Report constitute “forward-looking statements.”  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth.  The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made

Results of Operations

Three months ended June 30, 2015

Net loss for the three months ended June 30, 2015 increased $22,251, or 92.8%, over the $23,965 net loss for the three months ended June 30, 2014 due primarily to the following: a) an increase in Legal and Professional expenses of $8,035, or 110.8%, due to the additional costs of being a public reporting entity over the $7,250 incurred in the three months ended June 30,2014; b) a net increase in Selling, general and administrative costs of $6,465 or 200.8%, due mostly to an increase in amounts due to WB Capital Inc., a related party, of $7,500 or 100%, for business advisory and management services, over the $3,220 Selling, general and administrative costs incurred in 2014; and c) an increase in amortization expense of $7,207 or 100% versus no amortization expense incurred for the three months ended June 30, 2014.

Six months ended June 30, 2015

Net loss for the six months ended June 30, 2015 increased $35,717, or 63.4%, over the $56,371 net loss for the six months ended June 30, 2014 due primarily to the following: a) an increase in Website development and maintenance of $7,611, or 736.8%, over the $1,033 incurred in the six months ended June 30, 2014, due mostly to an increase of $6,000, or 100.0 %, of contracted development; b) a net increase in Selling, general and administrative costs of $10,642 or 13.7%, over the $9,360 incurred over the same period in 2014, due mostly to an increase in amounts due to WB Capital Inc., a related party, of $15,000 or 100%, for business advisory and management services; and c) an increase in amortization expense of $14,414, or 100%, versus no amortization expense incurred for the six months ended June 30, 2014.

Liquidity and Capital Resources:

At its current level of operations, the Company will need to raise additional capital during the next fiscal year. The Company has a nominal amount of cash and has depended upon ICE (its parent company) and Social Quotient (its sister company) for funding. It is management’s intent to have the Company break away from its dependencies and to be self-sufficient. The Company sold $5,000 of common stock on February 24, 2015 at $1.00 per share, and would need to continue to sell stock in order meet its needs for the year ended December 31, 2015.

The Company spent and capitalized $86,486 to its website through December 31, 2014. No costs were capitalized in the three month periods ended June 30, 2015 and 2014.

CURRENT PLAN OF OPERATIONS

The Company plans to sell stock to raise sufficient capital to begin marketing the website, grow its user base and website traffic in order to begin generating revenues. Additional personnel will be added and managed as they become affordable.

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Management encourages its shareholders to communicate directly with the Company for its typical investor relations, including address changes and for general corporate information by calling or writing to the Company at its administrative offices or by posting a message to Management also encourages shareholders to keep their address current with the Company.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This annual report includes forward looking statements which involve risks and uncertainties. Such statements can be identified by the use of forward-looking language such as "will likely result", "may", "are expected to", "is anticipated", "estimate", "believes", "projected", or similar words.  All statements, other than statements of historical fact included in this section, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company's actual results could differ materially from those anticipated in any such forward-looking statements as a result of various risks, including, without limitation, the dependence on a single line of business; the failure to close proposed financing; rapid technological change; inability to attract and retain key personnel; the potential for significant fluctuations in operating results; the loss of a major customer; and the potential volatility of the Company's common stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The company operates minimally and has no meaningful assets subject to market risk. Therefore, this item is not applicable given the company’s current operations.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon the foregoing evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures over financial reporting were not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff:

We do not yet have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ended December 31, 2014. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness, and

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, the segregation of all conflicting duties has not always been possible or economically feasible. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have sufficient segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

Management will seek to provide sufficient resources toward the proper mitigation of these material control weaknesses.

Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the second quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of June 30, 2015 there were no claims asserted or threatened against the Company.

ITEM 1A. Risk Factors

This item is not required of smaller reporting companies.

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

There were none for the Three months ended June 30, 2015.

ITEM 3. Defaults on Senior Securities

None; not applicable.

ITEM 4. Mine Safety Disclosures

None; not applicable.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 12, 2015

MOMS ONLINE, INC.

(Registrant)

            By /s/ Scott Emerson Lybbert   

                 Scott Emerson Lybbert

                 Principal Financial Officer

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