SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-1


REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933


Commission File Number: __________


MarketingMobileText, Inc.

[s1_s1002.gif]

(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of

incorporation or organization)

 

7310

(Primary Standard Industrial

Classification Code Number)

 

45-3539010

(I.R.S. Employer Identification

Number)


501 Santiago Avenue

Long Beach, CA 90814

(562) 498-5880

 (Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)


Paracorp Incorporated

318 N. Carson Street #208

Carson City, NV 89701

 (Name, address, including zip code, and telephone number,

including area code, of agent for service)


Copies to:


Carrillo Huettel, LLP

3033 Fifth Avenue, Suite 400

San Diego, CA  92103

(619) 546-6100


From time to time after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   X .


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.       .


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.       .


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.       .


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

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .





CALCULATION OF REGISTRATION FEE


Title of Each Class

of Securities to be Registered

 

Amount to be

Registered

Maximum Offering

Price Per

Share

Maximum

Aggregate

Offering Price

(1)

Amount of

Registration

Fee (1)

Common Stock, $0.001 par value per share

6,000,000

$0.10

$600,000.00

$68.76


(1)

Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (o) of the Securities Act.


The Registrant hereby amends this Registration Statement (the “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
























Subject to completion, dated December ___ 2011



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The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.


PRELIMINARY PROSPECTUS


MARKETINGMOBILETEXT, INC.

501 Santiago Avenue

Long Beach, CA 90814

(562) 498-5880


6,000,000 SHARES OF COMMON STOCK


This is the initial offering of Common Stock of MarketingMobileText, Inc. We are offering for sale a total of 6,000,000 shares of Common Stock at a fixed price of $0.10 per share for the duration of this Offering (the "Offering"). There is no minimum number of shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The Offering is being conducted on a self-underwritten, best efforts basis, which means our President and Chief Executive Officer, Kelly Storms, will attempt to sell the shares directly to friends, family members and business acquaintances. Ms. Storms will not receive commission or any other remuneration for such sales. In offering the securities on our behalf, Ms. Storms will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.


The shares will be offered for sale at a fixed price of $0.10 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our Board of Directors for an additional ninety (90) days. If all of the shares offered by us are purchased, the gross proceeds to us will be $600,000.  However, since the Offering is being conducted on a "best-efforts" basis, there is no minimum number of shares that must be sold, meaning the Company shall retain any proceeds from the sale of the shares sold hereunder.  Accordingly, all funds raised hereunder will become immediately available to the Company and will be used in accordance with the Company’s intended “Use of Proceeds” as set forth herein, investors are advised that they will not be entitled to a refund and could lose their entire investment.


 

Offering Price

to the Public

Per Share

Commissions

Net Proceeds

to Company

After Offering

Expenses

(10% of Shares Sold)

Net Proceeds

to Company

After Offering

Expenses

(50% of Shares Sold)

Net Proceeds

to Company

After Offering

Expenses

(100% of Shares Sold)

Common Stock

$0.10

Not Applicable

$15,000.00

$255,000.00

$555,000.00

Total

$0.10

Not Applicable

$15,000.00

$255,000.00

$555,000.00


Our independent registered public accountant has issued an audit opinion for MarketingMobileText, Inc., which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Accordingly, any investment in the shares offered hereby involves a high degree of risk and you should only purchase shares if you can afford a loss of your entire investment.


There currently is no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our Common Stock is not traded on any exchange or on the over-the-counter market. There can be no assurance that our Common Stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.


THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THIS ENTIRE PROSPECTUS, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 8 HEREOF BEFORE BUYING ANY SHARES OF MARKETINGMOBILETEXT, INC.’S COMMON STOCK.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


The Date of this prospectus is December____, 2011.

 



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TABLE OF CONTENTS


 

Page

Prospectus Summary

5

The Offering

7

Risk Factors

8

Determination of Offering Price

15

Use of Proceeds

15

Plan of Distribution; Terms of the Offering

16

Dilution

20

Description of Property

19

Description of Securities

19

Description of Business

20

Management’s Discussion and Analysis

28

Directors, Executive Officers, Promoters and Control Persons

30

Executive Compensation

31

Security Ownership of Certain Beneficial Owners and Management

32

Certain Relationships and Related Transactions

33

Legal Matters

33

Experts

34

Commission Position on Indemnification for Securities Act Liabilities

34

Where You Can Find More Information

34

Index to Financial Statements

F-1


 

You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our Common Stock. We have not authorized anyone to provide you with information different from that contained in this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.



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PROSPECTUS SUMMARY


The following summary highlights material information contained in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements. You should also review the other available information referred to in the section entitled “Where You Can Find More Information” in this prospectus and any amendment or supplement hereto.


Company Overview


MarketingMobileText, Inc. (“MMT” or the “Company”) was incorporated in the State of Nevada on August 31, 2011. We are a development stage company that plans to engage in the sale of mobile marketing solutions for businesses of all sizes. We intend to launch a web-based platform that will give our potential clients the ability to reach thousands of potential customers within their target market via text messaging. Kelly Storms, who is currently our sole officer and director, founded our Company. Our headquarters are located at 501 Santiago Avenue, Long Beach, CA 90814.


Although advertising through text messages is not entirely new, we anticipate that this medium will continue to grow as the popularity of smart phones and the daily deal industry continues to grow. We believe that by providing a simple, yet effective, platform for businesses to easily communicate with their existing and potential clients MarketingMobileText will become a sought after platform for business both large and small.  Most cellular phones are equipped to handle text messaging and can receive brief messages that contain information from friends, clients, and even businesses marketing their products. Text messaging (or SMS, short messaging service) is gaining popularity as an advertising medium because it is relatively inexpensive and allows businesses to reach out to highly targeted consumers. Having the ability to instantly contact potential customers both locally and nationwide is one of the major benefits of this marketing strategy. In addition, text messaging is a more personal way to reach out to potential customers. Businesses can send instant coupons, promotional messages, and much more via text messages to their opt-in subscribers. We believe that the text message advertising industry has major untapped power and potential to allow businesses to reach their intended markets with an immediate message or call to action.


Although we were only recently incorporated and have not yet commenced substantive operations, we believe that conducting this Offering will allow the Company added flexibility to raise capital in today's financial climate. There can be no assurance that we will be successful in our attempt to sell 100% of the shares being registered hereunder; however, we believe that investors in today's markets demand full transparency and by our registering this Offering and becoming a reporting company, we will be able to capitalize on this fact.


Since inception, our operations have consisted of incorporating our Company and formulating our business plan. The Company intends to begin substantive operations within 2-3 months after we obtain a Notice of Effectiveness of this Offering and our initial plan of operations calls for the Company to begin marketing our advertising services to potential business clients. We hope to realize our full plan of operations by raising money through the sale of our securities, as contemplated within this Offering. We believe that if we are able to raise the full amount of funds contemplated herein, we would be able to launch our Company and properly market our advertising platform solution. Because of our location, initially we plan to introduce our marketing solutions within Los Angeles County. We will design a full marketing strategy to gain brand awareness, and ultimately obtain a large opt-in subscriber base as well as advertising clients.


Although our sole officer and director has only recently become interested in the mobile text message marketing industry, and does not have any professional training or technical credentials in the development and maintenance such a company, she has a degree in marketing and has experience running a business. We intend to retain qualified website/software developers to build and maintain our website and advertising platforms that we envision. We also plan to hire qualified marketing and sales personnel staff if we are successful in raising capital through this Offering. We do not have any verbal or written agreements regarding the retention of any qualified personnel to date.


Although the Company has no market for its common stock, management believes that the Company will meet all requirements to be quoted on the OTC market, and even though the Company’s common stock will likely will be a penny stock, becoming a reporting company will provide us with enhanced visibility and give us a greater possibility to provide liquidity to our shareholders.



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We are currently a development stage company and to date we have recorded no revenue. Accordingly, our independent registered public accountants have issued a comment regarding our ability to continue as a going concern (please refer to the footnotes to the financial statements). Until such time that we are able to establish a consistent flow of revenues from our operations which is sufficient to sustain our operating needs, management intends to rely primarily upon debt financing to supplement cash flows, if any, generated by our services. We will seek out such financing as necessary to allow the Company to continue to grow our business operations, and to cover such cost, excluding professional fees, associated with being a reporting Company with the Securities and Exchange Commission ("SEC"); we estimate such costs to be approximately $10,000 for 12 months following this Offering. The Company has included such costs to become a publicly reporting company in its targeted expenses for working capital expenses and intends to seek out reasonable loans from friends, family and business acquaintances if it becomes necessary. At this point we have been funded by our sole officer and director, and have not received any firm commitments or indications from any family, friends or business acquaintances regarding any potential investment in the Company.


Our current cash and working capital is not sufficient to cover our current estimated expenses of $45,000, which include those fees associated obtaining a Notice of Effectiveness from the SEC for this Registration Statement. We hope that we will be able to secure additional financing, and complete this Offering within the coming months. Upon obtaining effectiveness, we will conduct the Offering contemplated hereby, and anticipate raising sufficient capital from this Offering to market and grow our Company. We believe that the maximum amount of funds generated from the Offering will provide us with enough proceeds to fund our plan of operations for up to twelve months after the completion of this Offering. Assuming we generate nominal revenues, we may still require additional financing to fund our operations past the twelve-month period following the completion of this Offering if the maximum amount of funds is not raised. While our ability to generate revenue is not correlated directly to the amount of shares sold by us under this Offering, our potential to generate revenue can be affected by our marketing and advertising strategies and the amount of personnel the Company employs. These factors are directly related to the amount of proceeds we receive from this Offering, which corresponds to the number of shares we are successful in selling under this Offering (see “Use of Proceeds” chart). We believe we can begin generating revenues within the first three months following the successful completion of this Offering. As we are a start-up company, it is unclear how much revenue our operations will generate; however, it is our hopes that our revenues will exceed our costs. Our revenues will be impacted by how successful and well targeted was the execution of our marketing campaign, the general condition of the economy, and the number of clients we will attract. For a further discussion of our initial operations, plan of operations, growth strategy and marketing strategy see the below section entitled “Description of Business”.


Neither the Company, Ms. Storms nor any other affiliated or unaffiliated entity has any plans to use the Company as a vehicle for a private company to become a reporting company once MarketingMobileText becomes a reporting Company. Additionally, we do not believe the Company is a blank check company as defined in Section a(2) of Rule 419 under the Securities Act of 1933, as amended because the Company has a specific business plan and has no plans or intentions to engage in a merger or acquisition with an unidentified entity.



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SUMMARY OF THIS OFFERING


The Issuer

 

MarketingMobileText, Inc.

 

 

 

Securities being offered

 

Up to 6,000,000 shares of Common Stock, our Common Stock is described in further detail in the section of this prospectus titled “DESCRIPTION OF SECURITIES – Common Stock.”

 

 

 

Offering Type

 

The Offering is being conducted on a self-underwritten, best efforts basis, there is no minimum number of shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the offered shares.

 

 

 

Per Share Price

 

$0.10

 

 

 

No Revocation

 

Once you submit a Subscription Agreement and the Company accepts it, you may not revoke or change your subscription or request a refund of monies paid. All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable.

 

 

 

No Public Market

 

There is no public market for our Common Stock. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares.


We intend to apply to the OTCBB, through a market maker that is a licensed broker dealer, to allow the trading of our Common Stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.

 

 

 

Duration of Offering

 

The shares are offered for a period not to exceed 180 days, unless extended by our Board of Directors or an additional 90 days.

 

 

 

Number of Shares Outstanding Before the Offering

 

There are 10,000,000 shares of Common Stock issued and outstanding as of the date of this prospectus, held solely by our Chairman, President, Chief Executive Officer, and Secretary, Kelly Storms.

 

 

 

Registration Costs

 

We estimate our total costs relating to the registration herein shall be approximately $45,000.00.

 

 

 

Net Proceeds to the Company

 

The Company is offering 6,000,000 shares of Common Stock, $0.001 par value at an offering price of $0.10 per Share for net proceeds to the Company at $600,000. The full subscription price will be payable at the time of subscription and any such funds received from subscribers in this Offering will be released to the Company when subscriptions are received and accepted.

 

 

 

Use of Proceeds

 

If the maximum amount of funds are raised, we intend to repay Kelly Storms back for her initial investment to the Company and then implement our business plan. If we sell 5% or less of our shares under the Offering, we will have to seek out additional capital from alternate sources to repay Kelly Storms and execute our business plan. If such funds are not available, our business would likely fail and any investment would be lost. No assurance can be given that the net proceeds from the total number of shares offered hereby or any lesser net amount will be sufficient to accomplish our goals.

 

 

 

Risk Factors

 

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors set forth under the “Risk Factors” section herein and the other information contained in this prospectus before making an investment decision regarding our Common Stock.




7




RISK FACTORS


An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our Common Stock are not publicly traded. In the event that shares of our Common Stock become publicly traded, the trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment. In the event our Common Stock fails to become publicly traded you may lose all or part of your investment.


RISKS RELATED TO THE OFFERING


As there is no minimum for our Offering, if only a few persons purchase shares, they will lose their investment without the Company being able to make a significant attempt at implementation of its business plan.


Since there is no minimum amount of shares that must be sold directly by the Company under this Offering, if a limited number of shares are sold, we may not have enough capital to fully implement our plan of operations. If we are able to sell 5% or less of the offered shares the proceeds would not be enough to cover our anticipated offering expenses of approximately $45,000. As such, we may not be able to meet the objectives we state in this prospectus, or eliminate the “going concern” modification in the reports of our auditors as to uncertainty with respect to our ability to continue as a going concern. If we fail to raise sufficient capital, we would expect to have insufficient funds for our ongoing operating expenses. Any significant lack of funds will curtail the growth of our business and may cause our business to fail.  If our business fails, investors will lose their entire investment.


We are a development stage company with no operating history and may never be able to carry out our plan of operations or achieve any significant revenues or profitability.  At this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment.


We are subject to all of the risks inherent in the establishment of a new business enterprise, and we have not generated any revenues to date. Any profitability in the future from our business will be dependent upon the successful development, marketing and sales of our proposed advertising platform and products, which are subject to numerous industry-related risk factors as set forth herein. Accordingly, we may not be able to successfully carry out our plan of operations and any investor may lose their entire investment.


We are selling this Offering without an underwriter and may be unable to sell any shares.


This Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares.  We intend to sell our shares through our President and Chief Executive Officer, who will receive no commissions or other remuneration from any sales made hereunder. She will offer the shares to friends, family members, and business associates; however, there is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling all of the shares and we receive the maximum amount of proceeds from this Offering, we may have to seek alternative financing to implement our plan of operations.


We may not be able to further implement our business strategy unless sufficient funds are raised in this Offering. Our inability to raise additional funds could cause investors to lose their investment. Additionally, we may have to seek additional capital through the sale of additional shares or other equity securities, which would result in additional dilution to our stockholders.


We may not realize sufficient proceeds from this Offering to further business development, or to provide adequate cash flow for planned business activities. At September 30, 2011 we had cash on hand of $1,507 and accumulated a deficit of $14,642. We have not generated any revenue from our operations to date. At this rate, we expect that we will not be able to continue operations without obtaining additional funding or beginning to generate revenue. Accordingly, we anticipate that additional funding will be needed for general administrative expenses, business development, marketing costs and support materials.


We do not currently have any arrangements for financing and our obtaining additional financing will be subject to a number of factors, including general market conditions, investor acceptance of our plan of operations and initial results from our business operations. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.


If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.



8




Because Ms. Kelly Storms, currently owns 100% of our outstanding Common Stock, investors may find that corporate decisions influenced by Ms. Storms are inconsistent with the best interests of other stockholders.


Ms. Storms, our sole officer and director, currently owns 100% of the outstanding shares of our Common Stock, and, upon completion of this Offering, will own 62.50% of our outstanding Common Stock if the maximum number of shares is sold. Accordingly, Ms. Storms will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Ms. Storms may still differ from the interests of the other stockholders.


There is substantial doubt about our ability to continue as a going concern.


At September 30, 2011, the Company has not generated revenue, has no certainty of earning revenues in the future, and has a working capital deficit and an accumulated deficit of $14,642 since inception. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control. These factors include general economic conditions, market acceptance of our marketing platform, proposed products and competitive efforts. Due to these factors, we cannot anticipate with any degree of certainty what our revenues will be in future periods. As such, our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. You should consider our independent registered public accountant’s comments when determining if an investment in the Company is suitable.


You may have limited access to information regarding our business because we are a limited reporting company exempt from many regulatory requirements and our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.


The Company will not become a fully reporting company, but rather, will be subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934. As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) if we have less than 300 shareholders. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted; however, that filing obligation will generally apply even if our reporting obligations have been suspended automatically under section 15(d) of the Exchange Act prior to the due date for the Form 10-K. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition.


In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements, and our common stock will not be subject to the protection of the ongoing private regulations. Additionally, the Company will be subject to only limited portions of the tender offer rules, and our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our Company, and will not be subject to the short-swing profit recovery provisions of the Exchange Act. Further, more than five percent (5%) holders of classes of our equity securities will not be required to report information about their ownership positions in the securities. This means that your access to information regarding our business will be limited.


RISKS RELATED TO OUR BUSINESS


Key management personnel may leave the Company, which could adversely affect the ability of the Company to continue operations.


The Company is entirely dependent on the efforts of our CEO and President because of the time and effort that she devotes to the Company. She is in charge of overseeing all development strategies, supervising any/all future personnel, including any consultants or contractors that we engage to assist in developing our advertising platform, and the establishment of our future sales and marketing team. The loss of her, or other key personnel in the future, could have a material adverse effect on our business, financial condition and results of operations. The Company does not maintain “key person” life insurance on its officers, directors or key employees. Our success will depend on the performance of Ms. Storms and our ability to attract and motivate other key personnel.



9




Presently, the Company’s president has other outside business activities and as such she is not devoting all of her time to the Company, which may result in periodic interruptions or business failure.


Our sole officer and director, Ms. Storms, has other outside business activities as she is currently the Vice President of TMS Cruise Divisions, but she is committed to devote approximately 60 hours per week to our operations. Our operations may be sporadic and occur at times when Ms. Storms is unavailable, which may lead to the periodic interruption in the implementation of our business plan. Such delays could have a significant negative effect on the success of the business.


The Company's current cash flow and access to capital compared to the fees being earned by the Company's sole-officer and director may adversely affect our future performance and operations.


Our sole-officer and director, Ms. Storms is currently earning a Management fee paid monthly equal to $1,000 per month in exchange for her services to the Company. However, such fees are currently being accrued and deferred until such time that the Company is in a position, as determined in Ms. Storms' sole discretion, to begin making any such payments. However, should the Company begin generating limited revenue or raising funds hereunder, Ms. Storms may determine that such payments should be used to pay her accrued and deferred salary; any such decision would negatively affect our cash flows and would adversely affect the Company.


The mobile text message marketing industry is relatively new, and has experienced rapid growth over a short period of time, and it is uncertain whether this market will continue to develop or whether it can be maintained. If we are unable to successfully respond to changes in the market, our business could be harmed.


The industry in which we intend to operate has grown rapidly as merchants and consumers have increasingly used mobile devices to connect with one another. Given the limited history of this industry, it is difficult to predict whether this market will continue to grow or whether it can be maintained. Additionally, we expect that the market will evolve in ways that may be difficult to predict. For example, we anticipate that over time we will reach a point in most markets where we have achieved a market penetration such that investments in new subscriber acquisition are less productive and the continued growth of our gross profit will require more focus on increasing the rate at which our existing subscribers purchase our products. It is also possible that merchants or customers could broadly determine that they no longer believe in the value of our proposed products. In the event of these or any other changes to the market, our success will depend on our ability to successfully adjust our strategy to meet the changing market dynamics. If we are unable to do so, our business could be harmed and our results of operations subject to a material negative impact.


We have a rapidly evolving business model and our proposed products and service offerings could fail to attract or retain subscribers or generate revenue.


Because we are a development stage company, we have a rapidly evolving business model and are regularly exploring the development of our proposed platform and the introduction of our proposed products and features with respect to which we may have limited experience. In addition, our potential business subscribers and subscribing end-users may not respond favorably to our products and services once launched.  If products or services we introduce fail to engage end-user subscribers or merchants, we may fail to acquire or retain enough business subscribers or generate sufficient revenue or other value to justify our investment, and our business may be materially and adversely affected. Our ability to retain or increase our subscriber base and revenue will depend heavily on our ability to innovate and to create successful products and services.


If we fail to acquire business subscribers and subscribing end-users to use and purchase our proposed products, our business will be harmed.


We must acquire business subscribers and subscribing end-users that purchase and use our proposed products in order to generate revenue and achieve profitability. We cannot assure you that the revenue or gross profit from any subscribers or merchants we may acquire will ultimately exceed the cost involved with acquiring new subscribers and merchants. If consumers do not perceive our offers to be of high value and quality or if we fail to introduce new and more relevant services, we may not be able to acquire or retain business subscribers and subscribing end-users.


We believe that many of our new subscribers will originate from word-of-mouth and other non-paid referrals from existing subscribers; therefore, we must ensure that our existing subscribers remain loyal to our service in order to continue receiving those referrals. Once we establish a subscriber base, if our efforts to satisfy our established subscribers are not successful, we may not be able to acquire new subscribers in sufficient numbers to continue to grow our business or we may be required to incur significantly higher marketing expenses in order to acquire new subscribers. Further, we believe that the level of communication and sharing among subscribers will influence our success. If the level of usage by our subscriber base declines or does not grow as expected, we may suffer a decline in subscriber growth. A significant decrease in the level of usage or subscriber growth would have an adverse effect on our business, financial condition and results of operations.



10




If we are unable to maintain favorable terms with our subscribing businesses, our expected gross profit may be adversely affected.


The success of our business depends in part on our ability to retain and increase the number of merchants who use our proposed platform and services. When a merchant partners with us to offer text message advertisements to our subscribing end-users, the merchant must see a significant return on their investment. If merchants decide that utilizing our services does not provide an effective means of attracting new customers or selling their goods and services, they may deactivate our services. This would adversely affect our gross profit.


If our merchants do not meet the needs and expectations of our end-user subscribers, our business could suffer.


Our business will depend on a reputation for providing high-quality messaging to our subscribing end-users, and our brand and reputation may be harmed by actions taken by merchants that are outside our control. Any shortcomings of one or more of our merchants, particularly with respect to an issue affecting the quality of their text messages or the products or services sold, may be attributed by our end-user subscribers to us, thus damaging our reputation, brand value and potentially affecting our results of operations. In addition, negative publicity and subscriber sentiment generated as a result of fraudulent or deceptive conduct by our merchants could damage our reputation, reduce our ability to attract new subscribers or retain our current subscribers, and diminish the value of our brand.


Our business is highly competitive. Competition presents an ongoing threat to the success of our business.


The market for selling mobile SMS advertising solutions is a relatively new, yet growing industry. Our Company will compete for the sales of SMS advertising solutions with many up-and-coming mobile advertising solutions providers. We expect to compete with these other service providers principally on the bases of the quality of services we will be able to offer and our Company's ability to acquire and retain personnel to market and sell our proposed services. Our Company will also compete on the bases of service price. Our principal competitors include BoomText, CellIt, ExpressText, MobileStorm, Text SMS Marketing and SMS Marketing, all of which offer services similar to our proposed services. Numerous other second tier resellers are entering into the marketplace, consisting of independent marketing consultants who are reselling and not operating their own SMS platform.


We anticipate that most, if not all, of our competitors will have greater name and brand recognition and access to greater amounts of capital and established relationships with a larger base of current and potential customers. Because of their size and bargaining power, our competitors may be able to purchase equipment, supplies and services at lower prices than us in the initial stages of our development. As a result, our operations may be significantly and negatively impacted by our larger, more established competitors.  


Our business will rely on text messaging services, and any restrictions on the sending of messages or a decrease in subscriber willingness to receive messages could adversely affect our revenue and business.


Our business will be completely dependent upon text messaging services. Advertisements offered by our business subscribers through SMS messages sent by us will generate our revenue. Because of the importance of messaging services to our business, if we are unable to successfully deliver messages to our potential subscribers, or if subscribers opt-out to receiving our messages, our revenue and profitability would be adversely affected. Additionally, if actions by third-parties block, impose restrictions on, or charge for the delivery of messages could also materially and adversely impact our business.


We cannot assure you that we will be able to manage the growth of our Company effectively.


We plan to experience rapid growth in demand for our services once we are able to launch our proposed platform. We expect our number of employees and number of subscribers to increase significantly once we launch our platform, and we expect our growth to continue for the foreseeable future. The growth and expansion of our business and service offerings could place significant demands on our management and our operational and financial resources. We will need to manage multiple relations with various merchants, subscribers, technology licensors and other third parties. To effectively manage our growth, we will need to continually implement operational plans and strategies, improve and expand our infrastructure of people and information systems, and train and manage our employee base.



11




Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.


We will be subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce.


Failure to comply with federal and state privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations, could adversely affect our business.


A variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal and state legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. For example there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. We will post privacy policies and practices concerning the collection, use and disclosure of subscriber data on our website and future applications. Several Internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal or state privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of subscribers or merchants and adversely affect our business. Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web "cookies" for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business.


Our business will depend on our ability to maintain and scale the network infrastructure necessary to operate our advertising platform, website and future application; and any significant disruption in service on our website or applications could result in a loss of subscribers.


Business subscribers will access our advertising platform through our planned website. Our reputation and ability to acquire, retain and serve our subscribers and customers will be dependent upon the reliable performance of our website and applications and the underlying network infrastructure. As our subscriber base and the amount of information shared on our website and applications begin to grow, we will need an increasing amount of network capacity and computing power. We expect to spend a substantial amount on data centers and equipment and related network infrastructure to handle the traffic to our website and applications. The operation of these systems will be expensive and complex and could result in operational failures. In the event that our subscriber base or the amount of traffic to our website and applications grows more quickly than anticipated, we may be required to incur significant additional costs. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our website and applications, and prevent our subscribers from accessing our services. Third-party providers will host our network infrastructure. Any disruption in these services or any failure of these providers to handle traffic could significantly harm our business.


We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.


We will regard our subscriber list and any intellectual property we may acquire, including trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology and similar intellectual property as critical to our success, and we will rely on trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements with our future employees and others to protect our proprietary rights. Effective intellectual property protection may not be available in every area in which our services are made available. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring and using domain names that are similar to, infringe upon or diminish the value of our trademarks and other proprietary rights. We may be unable to prevent third parties from using and registering our trademarks, or trademarks that are similar to, or diminish the value of our trademark.  



12




Our business may be subject to seasonal sales fluctuations that could result in volatility or have an adverse effect on the market price of our Common Stock.


Our business, like that of our potential subscribing merchants, may be subject to some degree of sales seasonality. As we grow our Company, these seasonal fluctuations may become more evident. Seasonality may cause our working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. These factors, among other things, make forecasting more difficult and may adversely affect our ability to manage working capital and to predict financial results accurately, which could adversely affect the market price of our Common Stock.


We will be subject to payments-related risks.


We plan to accept payments using a variety of methods, including credit card, debit card and gift certificates. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we will pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We will rely on third parties to provide payment-processing services, including the processing of credit cards and debit cards and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We will also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business and operating results could be adversely affected.  


RISKS RELATING TO THE COMMON STOCK


The Company’s stock price may be volatile.


The market price of the Company’s Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond the Company’s control, including the following:


·

services by the Company or its competitors;

·

additions or departures of key personnel;

·

the Company’s ability to execute its business plan;

·

operating results that fall below expectations;

·

industry developments;

·

economic and other external factors; and

·

period-to-period fluctuations in the Company’s financial results.


In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s Common Stock.


As a public company, we will incur substantial expenses.


Upon declared effectiveness of this Registration Statement by the SEC, we will become subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our Company available to market makers, they will not be able to trade our stock. The public company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be higher than they would be if we were privately-held. In addition, we are incurring substantial expenses in connection with the preparation of this Registration Statement. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our sole officer and director, which could have a detrimental effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.



13




FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.


The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity and liquidity of our Common Stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our Common Stock, reducing a shareholder’s ability to resell shares of our Common Stock.


We may be exposed to potential risks resulting from new requirements under section 404 of the Sarbanes-Oxley Act of 2002.


In addition to the costs of compliance with having our shares listed on the OTCBB, there are substantial penalties that could be imposed upon us if we fail to comply with all regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of 2002 we will be required, beginning with our fiscal year ending September 30, 2011, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of fiscal 2011. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification requirements.


If a market for our Common Stock does not develop, shareholders may be unable to sell their shares.


A market for our Common Stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board. However, there is no guarantee that our shares will be traded on the Bulletin Board, or, if traded, a public market may not materialize. If our Common Stock is not traded on the Bulletin Board or if a public market for our Common Stock does not develop, investors may not be able to re-sell the shares of our Common Stock that they have purchased and may lose all of their investment.


The Company’s Common Stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.


The Company’s Common Stock is currently subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.


The elimination of monetary liability against the Company’s existing and future directors, officers and employees under Nevada law and the existence of indemnification rights to the Company’s existing and future directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Company’s directors, officers and employees.


The Company’s Articles of Incorporation contain specific provisions that eliminate the liability of directors for monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to its existing and future directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under any employment agreements it may have with its officers and directors. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against existing and future directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s existing and future directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.



14




DETERMINATION OF OFFERING PRICE


As a result of there being no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by the Company and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.


USE OF PROCEEDS


This Offering is being made without the involvement of underwriters or broker-dealers. This means we will receive $600,000 if all of the shares of Common Stock offered hereunder are purchased. However, we cannot guarantee that we will sell any or all of the shares being offered by us. The table below estimates our use of proceeds, given the varying levels of success of the Offering.


Shares Offered

(% Sold)

Gross Offering Proceeds

Approximate Offering Expenses(1)

Total Net Offering Proceeds

Principal Uses of Net Proceeds

1,200,000 shares (20%)

$120,000

 

$75,000

Platform and Website Hosting

$10,000

Website/Software Developers

$50,000

SEC Filings

$1,000

Marketing Representatives

$-0-

Transfer Agent

$1,000

Marketing Materials

$-0-

Misc. Expenses

$3,000

Sales Representatives

$-0-

Legal & Accounting

$40,000

Working Capital

 

 

-

Admin/Professional Fees(2)

$15,000

TOTAL

$45,000

TOTAL

$75,000

3,000,000 shares (50%)

$300,000

 

$255,000

Platform and Website Hosting

$10,000

Website/Software Developers

$100,000

SEC Filings

$1,000

Marketing Representatives

$40,000

Transfer Agent

$1,000

Marketing Materials

$20,000

Misc. Expenses

$3,000

Sales Representatives

$32,500

Legal & Accounting

$40,000

Working Capital

 

 

-

Admin/Professional Fees(2)

$52,500

TOTAL

$45,000

TOTAL

$255,000

4,500,000 shares

(75%)

$450,000

 

$405,000

Platform and Website Hosting

$10,000

Website/Software Developers

$100,000

SEC Filings

$1,000

Marketing Representatives

$80,000

Transfer Agent

$1,000

Marketing Materials

$100,000

Misc. Expenses

$3,000

Sales Representatives

$65,000

Legal & Accounting

$40,000

Working Capital

 

 

-

Admin/Professional Fees(2)

$95,000

TOTAL

$45,000

TOTAL

$450,000

6,000,000 shares

(100%)

$600,000

 

$555,000

Platform and Website Hosting

$10,000

Website/Software Developers

$100,000

SEC Filings

$1,000

Marketing Representatives

$80,000

Transfer Agent

$1,000

Marketing Materials

$200,000

Misc. Expenses

$3,000

Sales Representatives

$65,000

Legal & Accounting

$40,000

Working Capital

 

 

-

Admin/Professional Fees(2)

$100,000

TOTAL

$45,000

TOTAL

$555,000


(1) Offering expenses have been rounded to $45,000 and have been partially paid from an initial loan from Kelly Storms, our sole officer and director.

(2)Admin/Professional Fees may include, but are not limited to, postage, telephone services, overnight delivery services, legal fees, accounting fees, costs to become a publicly reporting company and other general operating expenses. Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations.



15




If 100% of the offered shares are sold we will receive the maximum proceeds of $555,000, after offering expenses have been paid.  We intend to allocate $10,000 to the hosting and servers needed to develop our platform and website. We will also budget $100,000 to hire two website/software developers for the development and continued maintenance our proposed advertising platform through the first twelve months. We intend to employ two full-time marketing representatives at $40,000 each, as well as two full-time sales representatives at $32,500 per representative. For our marketing campaign, we will budget $200,000 for marketing materials to properly launch our Company. Further, we will use $100,000 of our net proceeds for working capital, including administrative and professional fees.


If 75% of the offered shares are sold we will receive $450,000, after offering expenses have been paid.  We still intend to allocate $10,000 to the hosting and servers, and $100,000 to hire two website/software developers for the development and continued maintenance our proposed advertising platform through the first twelve months. In this case we still intend to employ two full-time marketing representatives at $40,000 each, as well as two full-time sales representatives at $32,500 per representative. However, we will cut our budget to $100,000 for marketing materials in order to launch our Company. Further, we will have slightly less allocated for working capital, including administrative and professional fees.


If 50% of the offered shares are sold we will receive $255,000, after offering expenses have been paid.  We still intend to allocate $10,000 to the hosting and servers, and $100,000 to hire two website/software developers for the development and continued maintenance our proposed advertising platform through the first twelve months. In this case we only intend to employ one full-time marketing representative at $40,000 per year, as well as only one full-time sales representative at $32,500 per representative. We will also cut our marketing materials budget significantly to $20,000 in order to launch our Company. Further, we will have only $52,500 allocated for working capital, including administrative and professional fees.


If 20% of the offered shares are sold we will receive $75,000, after offering expenses have been paid.  In this instance, we will still allocate $10,000 to the hosting and servers, yet only be able to hire one website/software developer for the development and continued maintenance our proposed advertising platform through the first twelve months at $50,000. In this case we will not have efficient funding to hire any additional staff for marketing or sales. Further, we will have only $15,000 allocated for working capital, including administrative and professional fees. In this case we may not be able to effectively launch and market our Company, as all of the marketing and sales tasks would depend on our President.


The funds from this Offering will not be used to pay Ms. Storms for her services to the Company, whether provided prior to, during, or subsequent to the Offering. There can be no assurance that the Company will raise any funds through this Offering and if a limited amount of funds are raised, the Company will use such funds according to their best judgment in accordance with the “Use of Proceeds” chart. This discretion is not unlimited and any such change in the use of proceeds as discussed above would be restricted to a proportionate reduction in funds allocated to each specific item listed, and would not differ materially from the “Use of Proceeds” chart above. To the extent our offering proceeds do not cover any professional fees incurred by the Company, we anticipate paying for any such expenses out of any additional funding or revenues we receive.


If we require additional funding, we will seek such funds from friends, family, and business acquaintances in order to continue our operations. As with any form of financing, there are uncertainties concerning the availability of such funds on terms acceptable to us, as we have not received any firm commitments or indications of interest from our friends, family members, or business acquaintances regarding potential investments in our Company.


PLAN OF DISTRIBUTION; TERMS OF THE OFFERING


As of the date of this prospectus, the Company has 10,000,000 shares of Common Stock issued and outstanding. The Company is registering an additional 6,000,000 shares of its Common Stock for sale at the price of $0.10 per share. There is no arrangement to address the possible effect of the Offering on the price of the stock.



16




In connection with the Company’s selling efforts in the Offering, Kelly Storms will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an Offering of the issuer’s securities. Ms. Storms is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Ms. Storms will not be compensated in connection with her participation in the Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Ms. Storms is not, nor has she been within the past 12 months, a broker or dealer, and she is not, nor has she been within the past 12 months, an associated person of a broker or dealer. At the end of the Offering, Ms. Storms will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Ms. Storms has not participated in another offering of securities pursuant to the Exchange Act Rule 3a4-1 in the past 12 months. Additionally, she has not and will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).


In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied. In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.


Penny Stock Regulation


Our Common Shares are not quoted on any stock exchange or quotation system. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).


The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, that:


·

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;

·

contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;

·

contains a toll-free telephone number for inquiries on disciplinary actions;

·

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,

·

contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.


The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:


·

bid and offer quotations for the penny stock;

·

details of the compensation of the broker-dealer and its salesperson in the transaction;

·

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,

·

monthly account statements showing the market value of each penny stock held in the customer’s account.


In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.



17




Offering Period and Expiration Date

 

This Offering will start on the date this Registration Statement is declared effective by the SEC and continue for a period of 180 days. We may extend the offering period for an additional 90 days, unless the Offering is completed or otherwise terminated by us.

 

Procedures for Subscribing

 

Once the Registration Statement is declared effective by the SEC, if you decide to subscribe for any shares in this Offering, you must:

 

1.     receive, review and execute and deliver a Subscription Agreement; and

 

2.     deliver a check or certified funds to us for acceptance or rejection.


Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. The Company shall only deliver such Subscription Documents upon request after a potential investor has had ample opportunity to review this prospectus. Further, we will not accept any money until this Registration Statement is declared effective by the SEC.


Right to Reject Subscriptions

 

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.

 

Acceptance of Subscriptions


Upon the Company’s acceptance of a Subscription Agreement and receipt of full payment, the Company shall countersign the Subscription Agreement and issue a stock certificate along with a copy of the Subscription Agreement.


Once you submit the Subscription Agreement and it is accepted, you may not revoke or change your subscription or request a refund of monies paid.  All accepted Subscription Agreements are irrevocable, even if you subsequently learn information about the Company that you consider to be materially unfavorable.


DILUTION


We intend to sell 6,000,000 shares of our Common Stock at a price of $0.10 per share. The following table sets forth the number of shares of Common Stock purchased from us, the total consideration paid and the price per share. The table assumes all 6,000,000 shares of Common Stock will be sold.


 

Shares Issued

Total Consideration

Price Per Share

Number of Shares

Percent

Amount

Percent

Existing Shareholder

10,000,000

62.50%

$10,000(1)

1.64%

$0.001

Purchasers of Shares

6,000,000

37.50%

$600,000

98.36%

$0.10

Total

16,000,000

100%

$610,000

100%

 

 

(1)

Pursuant to the Organizational Minutes of the Company, the Company issued 10,000,000 shares of its Common Stock, $0.001 par value per share to our President, Ms. Kelly Storms, as consideration for services rendered in connection with the formation of the Company. This dollar estimate is based on the grant date aggregate fair value at the close of business in accordance with FASB ASC Topic 718.


The following table sets forth the difference between the offering price of the shares of our Common Stock being offered by us, the net tangible book value per share, and the net tangible book value per share after giving effect to the Offering by us, assuming that 100%, 75%, and 50% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of September 30, 2011. Totals may vary due to rounding.

 



18




 

100% of offered

shares are sold

 75% of offered

shares are sold

 50% of offered

shares are sold

Offering Price

$0.10

per share

$0.10

per share

$0.10

per share

Net tangible book value at September 30, 2011

$(0.00)

per share

$(0.00)

per share

$(0.00)

per share

Net tangible book value after giving effect to the Offering

$0.04

per share

$0.03

per share

$0.02

per share

Increase in net tangible book value per share attributable to cash payments made by new investors

$0.04

per share

$0.03

per share

$0.02

per share

Per Share Dilution to New Investors

$0.06

per share

$0.07

per share

$0.08

per share

Percent Dilution to New Investors

60%

70%

80%


If 100% of the offered shares are sold we will receive the maximum proceeds of $555,000, after offering expenses have been deducted. If 75% of the offered shares are sold we will receive $450,000 after offering expenses have been deducted. If 50% of the offered shares are sold we would receive $255,000 after offering expenses have been deducted.  If we sell 5% or less of our shares under the Offering, we will not have sufficient proceeds to cover repaying our offering expenses and we will have to pay the remainder of such expenses out of additional financing we have not yet received.


DESCRIPTION OF PROPERTY


We currently are using a portion of our Chief Executive Officer’s home as our corporate headquarters, this space is located at 501 Santiago Avenue, Long Beach, CA 90814 and we are using the space rent-free. As of the date of this filing, we have not sought to move or change our office site. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We currently do not own any real property.


DESCRIPTION OF SECURITIES


Common Stock

 

Our authorized capital stock consists of 290,000,000 shares of Common Stock, $0.001 par value per Share. There are no provisions in our charter or Bylaws that would delay, defer or prevent a change in our control. However, there exists such provisions in our charter that may make changes of control more difficult. Such provisions include the ability of our Board of Directors to issue a series of preferred stock and the limited ability of stockholders to call a special meeting. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, or the Secretary, by resolution of the Board of Directors, or at the request in writing of one or more stockholders owning shares in the aggregate entitled to cast at least a majority of the votes at the meeting, with such written request to state the purpose or purposes of the meeting and to be delivered to the Chairman of the Board, the President, or the Secretary.    In case of failure to call such meeting within 60 days after such request, such shareholder or shareholders may call the same. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.


The holders of our Common Stock have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors and are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs. Our Common Stock does not provide the right to preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders voting for the election of directors, may cast such votes equal to the total number of shares owned by each shareholder for each of the duly nominated directors, if they so choose.



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Preferred Stock

 

The Company’s Articles of Incorporation authorize the issuance of 10,000,000 shares of Preferred Stock, par value $0.001 per share. Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, voting rights, and liquidation preferences of the shares of any such series. As of the date hereof there have been no shares of Preferred Stock designated.


Dividends

 

It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.


Warrants and Options

 

There are no outstanding warrants or options to purchase our securities.


Transfer Agent and Registrar

 

Our transfer agent is Action Stock Transfer, 2469 E. Fort Union Blvd, Ste 214, Salt Lake City, UT 84121 and its phone number is (801) 274-1088. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares.

 

INFORMATION WITH RESPECT TO REGISTRANT


THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF MARKETINGMOBILETEXT, INC. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THIS REGISTRATION STATEMENT. THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIAL CONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.


DESCRIPTION OF BUSINESS


Company Overview


MarketingMobileText, Inc. (“MMT” or the “Company”) was incorporated in the State of Nevada on August 31, 2011. We are a development stage company that plans to engage in the sale of mobile marketing solutions for businesses of all sizes. We intend to launch a web-based platform that will give our potential clients the ability to reach thousands of potential customers within their target market via text messaging. Kelly Storms, who is currently our sole officer and director, founded our Company. Our headquarters are located at 501 Santiago Avenue, Long Beach, CA 90814.


Although advertising through text messages is not entirely new, we anticipate that this medium will continue to grow as the popularity of smart phones and the daily deal industry continues to grow. We believe that by providing a simple, yet effective, platform for businesses to easily communicate with their existing and potential clients MarketingMobileText will become a sought after platform for business both large and small.  Most cellular phones are equipped to handle text messaging and can receive brief messages that contain information from friends, clients, and even businesses marketing their products. Text messaging (or SMS, short messaging service) is gaining popularity as an advertising medium because it is relatively inexpensive and allows businesses to reach out to highly targeted consumers. Having the ability to instantly contact potential customers both locally and nationwide is one of the major benefits of this marketing strategy. In addition, text messaging is a more personal way to reach out to potential customers. Businesses can send instant coupons, promotional messages, and much more via text messages to their opt-in subscribers. We believe that the text message advertising industry has major untapped power and potential to allow businesses to reach their intended markets with an immediate message or call to action.



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We hope to realize our full plan of operations by raising money through the sale of our securities, as contemplated within this Offering. We believe that if we are able to raise the full amount of funds contemplated herein, we would be able to launch our Company and properly market our advertising platform solution. Because of our location, initially we plan to introduce our marketing solutions within Los Angeles County. We will design a full marketing strategy to gain brand awareness, and ultimately obtain a large opt-in subscriber base as well as advertising clients.


Opportunity


According to Infinita (March 2010), the mobile coupon service of McDonald’s in Japan is used by 4.5 million subscribers. Although this statistic does not directly tie into our initial marketing focus, it does provide a glimpse into the potential number of consumers that are willing to opt into an SMS marketing service.


This is the scenario that we will initially base our marketing and business model: It is a slow night at a restaurant and the owner would like to fill up some seats. So, the restaurant owner decides to utilize the MarketingMobileText platform to send out an instant text message to several hundred former customers with a two-for-one special happening for just that evening. Within an hour people could be lining up outside the door to get in and use their coupons. This is the power of mobile marketing. But, SMS marketing solutions are not just limited to restaurants. Another example could be that a dentist sends out an automatic (scheduled) text message to his or her patients reminding them of their appointment the next day. The possibilities for mobile marketing are endless. Text message advertising or mobile advertising is quickly becoming one of the most powerful and cost effective ways to advertise.


As today's world moves toward mobile solutions, we believe businesses will be hard pressed to ignore SMS mobile marketing as one of their advertising methods. We intend to develop a platform that allows businesses the opportunity to launch SMS marketing campaigns for a monthly fee. We feel that now is the time to develop and launch our Company before this industry becomes over-saturated with other companies trying to gain market share.


Industry Overview


According to Ferris Research, a San Francisco market research firm, more than 1 billion text messages are sent every day in the United States. SMS is also the only universal mobile platform for the masses. It does not require special downloads as it is already available on over 98% of all cell phones worldwide. Marketing companies are utilizing these numbers to reach new potential customers. Political campaigns and banks use text messages to mobilize voters or send account balance updates. Travel sites such as Orbitz.com offer text message updates on flight status. Television shows such as "American Idol" ask viewers to vote or take polls via text messages, and social networking sites like Facebook® often use text messaging to update members about friends' activities.


According to a report released by Nielsen Mobile, nearly 25 % of U.S. mobile subscribers say they have viewed a mobile advertisement in the last month, and more than half of them responded to it by sending a text message, clicking on it or calling a specific number. The revenue generated by data services, such as text messages, has grown along with the consumer demand. As reported in the New York Times on May 15, 2011, data revenue for the wireless industry has soared 132% over the last four years, while voice revenue has declined 7%, noted Mr. Chetan Sharma, an independent telecommunications analyst.  This is in large part due to that rise of application-to-person text messaging. Application-to-person versus person-to-person SMS messaging includes messages to or from an application (usually a large company or advertising firm) being sent to or from a large number of customers in financial services, advertising, marketing, business administration, ticketing, television voting etc.


Because it is a relatively new industry, many companies have tried to take advantage of text messaging by purchasing telephone number lists, or even worse some have resorted to hacking into various databases to obtain lists for the sole purpose of sending spam text message advertisements. In 2007 Verizon Wireless sued telemarketers it said inundated its networks with more than 12 million unsolicited commercial text messages according to a March 2008 Washington Post article. In its lawsuit, the wireless carrier said it was able to block all but 4,618. Customers were hit with unwanted charges and the spam slowed legitimate traffic, according to Verizon Wireless. Cellphone companies are ramping up efforts to shut them out by taking spammers to court and by using more sophisticated filters. The rise of spam could spoil trust in text messaging as a mode of communication, not to mention its potential for mobile advertising. According to the March 2008 Washington Post Article, a study conducted by M:Metrics, a Seattle firm that tracks mobile trends, found that 28 percent of the people who receive text message advertisements did not give permission to receive them. Conversely, while this study does point out the large percentage of text message users that receive spam advertisements, we feel it is equally important to point out that the very same study proves that 72 percent of user did give permission to receive mobile advertisements. Our advertising platform will only be used as an opt-in advertising solution for businesses, meaning that customers must openly agree to receive the text messages that we send out. This model will enhance the credibility of our name brand, and ensure that the exact target market of each business is receiving the text messages that we send out.



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Current Operations


Since inception, our operations have primarily consisted of the organization of our business and the development of our business plan. Our business plan includes a three-phase plan that details the creation and launch of our proposed mobile marketing solutions platform. Currently we are still in Phase 1 of our plan which includes following:


·

formation of our Company;

·

completion of our business plan;

·

initial design of our platform; and

·

the acquisition of additional funding.


All aspects of Phase 1 have been completed, with the exception of raising additional funding. To date, our founder, Kelly Storms, has conducted all operations. As such, upon incorporating our Company, Ms. Storms was named as the Company's sole officer and director. All operations have been funded by Ms. Storms to this point. Operations and expenditures have included the incorporation of MarketingMobileText, Inc. under the laws of the State of Nevada, and the formation of an extensive business plan in which we have mapped out all of the initial services that we will offer to our advertising clients once our marketing platform is developed. The Company has also engaged the help of a designer to work closely with Ms. Storms to put her ideas onto paper, and create the initial mockups of our planned mobile marketing solutions platform. Our initial designs have been included within the “Products and Services” section of this prospectus so that potential investors may have a clearer vision of what it is that we hope to create. Phase 1 will culminate with the completion of this Offering, which will hopefully allow us to raise capital through the sale of our securities and see us through Phase 2 and 3. Further description of Phase 2 and 3 of our business plan is included in the “Plan of Operations” section of this prospectus.


Products and Services


MarketingMobileText for Businesses:


Initially, our planned products will be our mobile marketing solutions for businesses. We hope to provide advertising clients with a low cost, high return on investment advertising solutions through opt-in SMS text message marketing. Businesses of all sizes will be able to reach consumers within their exact target market that have already agreed to, and want to receive marketing messages from a particular business or industry sector.  We believe that every sector of every industry can benefit from our proposed platform. Our solutions will be significantly cheaper than traditional advertising options, as our solutions will not include design fees, printing fees, or any postage costs.


Our advertising platform will allow subscribing businesses to instantaneously send the following:


·

mobile coupons and special offers;

·

announcements of special events;

·

new product information and updates;

·

appointment reminders and scheduling changes;

·

real estate listings;

·

mobile voting; and,

·

picture messages and links to mobile websites or applications.


Our advertising solutions platform will allow subscribing businesses the ability to log into our website and create and send their own text message to their clientele or users that are interested in receiving text messages from a particular industry. Once a business has signed up for our services, they will also have access to detail statistics related to their business, industry, specific subscriber list and subscribers within a particular zip code and surroundings zip codes that receive text messages for a given industry. Subscribing businesses can use these statistics to make educated decisions on how to send their text messages. Once a subscribing business is ready to send an SMS blast to opt-in users, they will navigate to the SMS blast page of their profile to create their own blast.



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Subscriber Back End SMS Blast Page:


[s1_s1003.jpg]

Image copyright 2011 MarketingMobileText, Inc.


Within this page, subscribing businesses will have the ability to view the number of people that will receive the text message as well as how many remaining messages the subscriber has for the month. The business may also upload and attach a picture to their text message. Businesses will also have the option to select whether their message is a coupon or special with an expiration time. If the coupon/special button is not clicked, the subscriber will be asked to review the SMS blast they just created before submitting the blast. Once the SMS is submitted, a basic text message will be sent to all opt-in users within the demographic that the subscribing business chose.


If the coupon/special button is clicked, they will be prompted to insert a timeframe for the coupon/special before proceeding to the review page. Upon reviewing and submitting the SMS blast, our system will automatically create a coupon and include a hyperlink to that coupon within the text message.


Upon launching our platform, we will offer four different advertising solutions that will include increasing levels of text messages and marketing materials. Each solution will include login information that will allow the subscribing business access to their own profile within our website, and allow them to create and send their own text messages to clientele. The four solutions that we will offer are described below:


Option 1: This option will be our most cost effective solution, which includes the fewest number of SMS messages each month. This solution will include up to 2,000 messages at no additional charge. If the 2,000 SMS threshold is reached, there will be a charge for every SMS thereafter. This option only allows the subscribing business the ability to send its messages to clientele that opt-in to receive that business' specific messages; subscribers will not be allowed to send messages to users that opt into the industry and zip code in which the subscribing business operates. This will help to limit the number of messages sent so that the subscribing business does not easily go over their 2,000-message limit.


We believe that this option will be best suited for businesses with low volume updates and/or advertising each month, such as local medical/dental offices to remind patients of appointment dates or higher end restaurants to remind customers of reservations or inform of special offers.




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Option 2: This option will include 5,000 text messages, and will allow subscribing businesses the ability to send messages to users that are signed up to receive messages from a general industry sector as well as customers that opt into their specific business. As with the previous option, if the 5,000 SMS threshold is reached, there will be a charge for every SMS thereafter. This option would be best suited for offices and businesses with higher volume, or businesses looking to test coupons and specials to a moderately sized audience.


Option 3: This option will include 10,000 text messages, and will also allow subscribing businesses the ability to send messages to users that are signed up to receive messages from a general industry sector. As with the previous options, if the 10,000 SMS threshold is reached, there will be a charge for every SMS thereafter. This option will also include marketing materials for the subscribing business to display and promote their ability to send SMS advertisements to opt-in end-users. The marketing materials that we provide to the subscribing business will include window stickers, table displays, postcards fliers, and more. A subscribing business will be able to purchase additional marketing materials for a moderate fee.


This option would be best suited for establishments with high volume that frequently send out coupons, specials or updates to thousands of people at once. This option could also greatly benefit a new business looking for a cost effective advertising solution that will allow them to promote their company to thousands of people within their target market.


Option 4: This option will include 20,000 text messages, and will also allow subscribing businesses the ability to send messages to users that are signed up to receive messages from a general industry sector. As with the previous options, if the 20,000 SMS threshold is reached, there will be a charge for every SMS thereafter; however, the cost for each additional SMS will cost less than the previous options. This option will also include marketing materials for the subscribing business to display and promote their SMS advertisements. The marketing materials that we provide to the subscribing business will include window stickers, table displays, postcards fliers, and more. A subscribing business can request additional marketing materials at no extra cost to the subscriber.


This option would also be best suited for establishments with high volume that frequently send our coupons, specials or updates to thousands of people at once.


MarketingMobileText for opt-in users:


Any wireless telephone user that has text message capabilities will be able to opt into our services via their mobile phone or through our website to start receiving SMS advertisements from businesses of their choosing. Users that opt into our services via their mobile phone will need access to the Internet in order to complete their MarketingMobileText registration. If a user signs up to receive SMS advertisements through our website, they will be prompted through the signup process to complete their registration.


By registering for our text messaging services, users will complete a brief questionnaire that will inform our system of what messages each user would like to receive. Users may visit our website at any time to update or change the SMS settings. The homepage of our website will automatically direct a user to the area in which they reside, and will include new and featured businesses within that area. Through our website, users will be able to opt into specific businesses advertisements with just a click of a button. Imagine this scenario for an SMS recipient: It is an hour before your lunch break, and the owner of your favorite restaurant decides to offer a lunch special for the day. So, you receive a text message from that restaurant and end up saving money on your lunch. The SMS blast will look similar to the below image:



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[s1_s1004.jpg]

Image copyright 2011 MarketingMobileText, Inc.


Plan of Operations


Upon the completion of this Offering, and assuming we are able to successfully raise funding from the sale of our securities, we will begin Phase 2 of our business plan. In order to initiate Phase 2 of our operations, we will have to raise enough money to hire at least one website/software developer. However, it is our goal to hire two full-time developers to begin the development of our website and advertising platform.


While our mobile marketing solutions platform is being developed, we will begin the initial preparations for the launch of our platform and website. Assuming we are able to raise the maximum amount of funds from this offering, the full extent of Phase 2 of our business plan and development will include:


1.

Raising capital – We will begin raising funding through the sale of our securities as set forth within this Registration Statement. This will start as soon as we receive a Notice of Effectiveness from the SEC. We believe the expenses involved with becoming a public company will be approximately $45,000.


2.

Platform development – We plan to hire two full-time website/software developers to begin the construction of our marketing platform and website. The development of our platform and website will entail the bulk of Phase 2. We plan to allocate $50,000 for the salary of each of our developers. At this time we will also allocate $10,000 to purchase servers and hosting for our planned website and marketing platform.


3.

Hire additional staff – When our platform is near is completion, we will begin hiring additional staff to prepare for our launch. We plan to hire two full-time sales representatives to begin selling our services to businesses within our local area. We plan to offer our sales representatives $32,500 per year plus a commission-based bonus plan. We will also plan to hire two full-time marketing representatives to begin work on a hire energy marketing scheme for our launch. We will allocate $40,000 for the salary of each marketing representative, and up to $200,000 on marketing materials. We will use the marketing ideas of our President, Kelly Storms, as set forth in our “Marketing Strategy” section. However, we will look to our new employees to come up with new and innovative ways to promote our Company.



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4.

Beta testing – Once our platform is fully developed, and our sales and marketing team are in place, we will begin beta testing our website and marketing platform. This will complete Phase 2 of our development, and lead to the third phase in our operations.


Phase 3 of our business plan and development will be defined by the launch and marketing of our website and mobile marketing solutions to the general public. Phase 3 shall be characterized by the following:


1.

Acquisition of advertising clients – When we are ready to offer our marketing services to the public, we intend to launch a marketing campaign ourselves in order to promote our services to potential advertising clients. We will also offer six months of free, unlimited SMS marketing to the first 100 businesses that sign up for our services.


2.

Acquisition of users – When we are ready to offer our marketing services to the public, we will also launch a marketing campaign to promote our services to potential users, so that we may rapidly grow our user base so that we may have enough users for potential advertising clients to deem our services valuable.


In order to complete Phase 3 of our business plan, we will rely heavily on the management skills of our President. She will have to work closely with our sales and marketing team to make sure that there is constant communication between each. The sales of our services will be directly related to the work that our marketing team is providing. In the months that follow our launch, the work of our website developers will be critical as well. We hope to be in a phase of rapid growth, and our developers will be working hard to provide constant updates to our site, and fix any bugs that may occur. Our President will have to work hard to keep all components of our business on track.


Marketing Strategy


We would like to put our marketing strategy on a sound footing right from the start. We have begun initial market research and anticipate conducting in depth market research to develop a strategy that could launch our Company and provide us with rapid growth if executed properly and with the right staffing. According to BIA/Kelsey, more than half of U.S. mobile advertising spending is local. Local mobile advertising includes advertisements that target users in specific locations or contain location-specific calls to action. Initially, we will focus heavily on local businesses and generate local consumers by promoting our opt-in text messages. Furthermore, according to the book “Marketing in the Moment,” written by Michael Tasner, only 6% of businesses are doing any type of mobile marketing. We would like to market our services to local businesses and tap into this industry before it becomes impacted and over-saturated with companies offering SMS marketing services.


We plan to focus on three key factors when marketing our services to local businesses:


Timing – With the ever-expanding market of mobile (and smartphone) users now is the time to make the most out of mobile marketing. The competition is small at this point, and businesses can create a presence before it gets cluttered.


Integration – Mobile phone users are doing more and more on their phones, especially with the rise in smartphone sales. If a business is at all serious about a comprehensive and integrated marketing strategy for their company, mobile has to be a part of it.


Consumers – According to Google, Inc.'s independent research, 74% of smartphone users have made a purchase as a result of using a smartphone. Businesses can put their products and services in front of their target market of consumers quickly and easily.


How our sales representatives promote our services to each business will differ depending on the type of business because the mobile marketing needs of each potential client will differ based on the type of business. For example a fast food restaurant may want to send out a message every other school day if they are close to an active high school, while a high end steak house may only want to send out an offer every 10-15 days. Also, lunch hotspots may send out lunch offers 90 minutes before the lunch hour. If a business notices they get a rush around 11:40am, then most of their guests are likely to start a lunch break at 11:30am.



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Growth Strategy


Initially, our target customers will be those local businesses within Los Angeles and Long Beach who do not already use mobile marketing solutions. As we grow our client and end-user base, we hope to gain the attention of clients who have existing mobile marketing providers, and switch them over to our products and services. However, until such time as we have begun substantive operations we will not be able to adequately assess what portions of our strategy for growth will be most appropriate. However, we envision our success being attributable to our ability to:


-

attract new clients and end-users more quickly than other advertising solutions providers by providing clients with a solution that can be regulated by the business itself, and by providing end-users with a free, opt-in text messaging service which will provide them with updates on businesses and industry sectors of their choosing;


-

sustain lower operating costs per customer compared to other advertising solutions providers by having all website development and marketing done by in-house staff. As we grow, it is our belief that an increasing number of businesses will sign up for our services via our website, which will decrease our clients acquisition costs; and,


-

deploy our capital more effectively by building our products and services base to cover a wide range of styles and service plans to suit a wide range of potential subscribing businesses. We will need to effectively listen and adjust to the needs of businesses and the wants on end-users.


Competition


The market for selling mobile SMS advertising solutions is a relatively new, yet growing industry. Our Company will compete for the sales of SMS advertising solutions with many up-and-coming mobile advertising solutions providers. We expect to compete with these other service providers principally on the bases of the quality of services we will be able to offer and our Company's ability to acquire and retain personnel to market and sell our proposed services. Our Company will also compete on the bases of service price. Our principal competitors include BoomText, CellIt, ExpressText, MobileStorm, Text SMS Marketing and SMS Marketing, all of which offer services similar to our proposed services. Numerous other second tier resellers are entering into the marketplace, consisting of independent marketing consultants who are reselling and not operating their own SMS platform.


We anticipate that most, if not all, of our competitors will initially have greater name and brand recognition and access to greater amounts of capital and established relationships with a larger base of current and potential customers. Because of their size and bargaining power, our competitors may be able to purchase equipment, supplies and services at lower prices than us in the initial stages of our development. As a result, our operations may be significantly and negatively impacted by our larger, more established competitors. Once we commence Phase 2 of our operations, if we are not able to generate enough revenue by attracting new and existing subscribing advertising  businesses and/or by enticing users to opt into our services, we may be forced to cease operations.


Our ability to compete successfully will depend, in part, on the quality of our services, size of our database of opt-in end-users, customer service, as well as our marketing efforts and our ability to anticipate and respond to various competitive factors affecting the industry. These factors include the introduction of new services and technologies, changes in consumer preferences, demographic trends, economic conditions, and pricing strategies of competitors. As a result of competition, we may be required to:


·

increase overall spending to ensure we are offering the best quality products and services to our customers;

·

continually assess and evaluate our service plans and other offers to ensure that we are offering the most compelling and affordable products and services; and,

·

increase our advertising, promotional spending, commissions and other subscriber acquisition costs.



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Government Regulation


A variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal and state legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. We will post privacy policies and practices concerning the collection, use and disclosure of subscriber data on our website and future applications. Several Internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal or state privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of subscribers or merchants and adversely affect our business. Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web "cookies" for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business.


Employees and Consultants


As of the date of this filing, the Company has no full time employees other than our sole officer and director, Ms. Storms. We currently rely on Ms. Storms, to manage all aspects of our business. Ms. Storms has committed to devote up to 60 hours per week to our Company. We plan to use third-party developers to assist in the production of our proposed website platform. We intend to add staff as the Company grows. Any such additions will be made at the judgment of management to meet the Company's then current needs.


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.


MANAGEMENT’S DISCUSSION AND ANALYSIS


THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF MARKETINGMOBILETEXT, INC. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT ON FORM S-1.


RESULTS OF OPERATIONS


Results of Operations


For the period from August 31, 2011 (date of inception) to September 30, 2011, the Company earned $nil in revenues and incurred $14,478 of operating expenses including $10,000 in professional fees for legal fees relating to the Company’s SEC registration process, general and administrative expenses of $3,478 for day-to-day operating costs and incorporation fees, and management fees of $1,000 to the Company’s President and Director for services rendered from inception date to September 30, 2011.  


The Company recorded a net loss of $14,642.  In addition to the above expenses, the Company also incurred $164 of interest expense relating to the $9,985 note payable from the President and Director of the Company which is unsecured, due interest at 10% per annum, and due on demand.  


As at September 30, 2011, the Company had a loss per share of $nil.


LIQUIDITY AND CAPITAL RESOURCES


As at September 30, 2011, the Company has a cash and total asset balance of $1,507 and total liabilities of $16,149. Liabilities are comprised of $5,164 of accounts payable and accrued liabilities relating to professional fees and general expenditures that were unpaid, amounts due to related party of $1,000 for unpaid management fees, and $9,985 of notes payable owing to the President and Director of the Company which is unsecured, due interest at 10% per annum, and due on demand.    



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On August 31, 2011, the Company issued 10,000,000 common shares as founders’ shares to the President and Director of the Company.  As at the date of the filing, the Company has not issued any additional common shares.  


Pursuant to a Management Agreement dated October 5, 2011 and made effective August 31, 2011 (the “Effective Date”), Ms. Storms has agreed to act as our President, Chief Executive Officer, and Director to manage the affairs of the Company for a one (1) year period (the “Term”) beginning on the Effective Date, and thereafter the Term shall be automatically extended for successive one-year periods unless and until such time as either Ms. Storms or the Company shall give written notice to the other at least 30 days prior to the expiration of the then current Term that no such automatic extension shall occur. In exchange, Ms. Storms shall receive a monthly fee of $1,000 per calendar month. Such fee shall be payable on the first day of each calendar quarter.  The fees due and owing Ms. Storms will not have a current impact on our liquidity and capital resources as all compensation due and owing Ms. Storms is being accrued and deferred until such time that Ms. Storms, in her sole discretion, believes it to be in the best interest of the Company to pay any such amounts due and owing.


Cashflows from Operating Activities


During the period from August 31, 2011 (date of inception) to September 30, 2011, the Company has used cash of $8,478 for operating activities, including payment of $5,000 of legal fees and general expenditures.  


Cashflows from Investing Activities


During the period from August 31, 2011 (date of inception) to September 30, 2011, the Company has not incurred any investing activities.  


Cashflows from Financing Activities


During the period from August 31, 2011 (date of inception) to September 30, 2011, the Company has received $9,985 in proceeds from financing activities from the note payable from a non-related party, which is unsecured, due interest at 10% per annum, and due on demand.  As at September 30, 2011, the accrued interest has not been repaid.  


At September 30, 2011, we had cash on hand of $1,507.  We anticipate that our maximum expenses over the next 10 - 12 months following the effectiveness of this Offering will be approximately $555,000, accounting for the full implementation of our business plan, including our anticipated general administrative expenses, professional fees, development of our website platform, marketing costs and sales representatives. Assuming we receive no proceeds from this Offering, we will need a minimum amount of $178,463 to meet our operating expenses for the next 12 months after the Offering. This minimum anticipated takes into account our current cash, our professional fees, including estimated costs of becoming a publicly reporting company and allows us to repay our Notes, if they become due, and allocate approximately $60,000 towards the hosting and servers for our platform, and the hiring of one full-time developer. The Company anticipates over the next 12 months the cost of being a reporting public company will be approximately $10,000.


Description

Time period

Estimated maximum expenses

Working Capital

10-12 months

$100,000

Platform Hosting and Servers

10-12 months

$10,000

Platform Developers

10-12 months

$100,000

Marketing Representatives

10-12 months

$80,000

Marketing Materials

10-12 months

$200,000

Sales Representatives

10-12 months

$65,000

Repayment of Notes

10-12 months

$19,970

Total

 

$575,000

*rounded to $575,000


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.



29




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 Note 2 of our audited 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.


Off-Balance Sheet Arrangements


We have no 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.


Changes In and Disagreements with Accountants on Accounting and Financial Disclosure


Since inception, we have had no changes in or disagreements with our accountants. Our audited financial statements have been included in this prospectus in reliance upon Sadler, Gibb & Associates, LLC, Independent Registered Public Accounting Firm, as experts in accounting and auditing.


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


The following table sets forth the names and ages of our current director and executive officer. Also the principal offices and positions with us held by each person and the date such person became our director, and/or executive officer. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of shareholders, death, resignation or removal by the Board of Directors.  Other than Ms. Storms, the Company has no promoters as that term is defined by Rule 405 of Regulation S-K.


Name

 

Age

 

Position

Kelly Storms

 

41

 

Director, Chairman, President, CEO, CFO, Secretary and Treasurer


Kelly Storms - In 1995, Ms. Storms graduated from Ryerson University in Canada, with a degree in Marketing.  Ryerson is home to Canada’s largest undergraduate business school.  Coming from a family that has always owned their own businesses, Ms. Storms has always had an entrepreneurial spirit.  With this spirit she has established two private companies.  The first of her endeavors was Cruise Crew Transfer (“Cruise Crew”), a transportation company that facilitated all ground movements of crew members either joining/departing the ship or on berthing days any and all business related movements that needed to occur.  Ms. Storms was co-founder and President of Cruise Crew from 1995 until 1999.  In early 1999, she co-founded and was Vice President of Anchor and its subdivision, Gateway Guest Services, but these were later acquired by TMS in June of 2009, thus becoming TMS Anchor (“TMS”). From June 2009 until present, Ms. Storms has been Vice President of TMS Cruise Divisions in Canada and the United States, which includes TMS Anchor, TMS Gateway, and TMS Gateway Tours. As Vice President she is responsible for all ground hotel operations for most of the major cruise lines, including but not limited to meet and greets of passengers at major airports and ocean terminals and coordinating their, and their luggages, movement to the ship they are to sail on.  TMS also markets all local attractions of all cruise cities by establishing and manning information booths at both airports and ship terminals to assist travelers with their plans. As Vice President Ms. Storms has been heavily involved in the coordination and planning between TMS Anchor, the cruise ship, Government officials (Customs and Immigration) the transportation companies, travel agencies and all local and non local vendors/businesses that would like their product or service marketed to the cruising passengers or crew.  TMS has been steadily growing and expanding since its inception and is continuing to flourish today. It is through the marketing side of TMS Anchor that Ms. Storms has been able to recognize the value of a product such as MarketingMobiletext.com could be extremely useful to business owners in any market when trying to communicate with existing and potential users of their product or service.  Ms. Storms has committed to devote up to 60 hours per week to the Company initially, and will devote additional time as required by the Company.

 



30




EXECUTIVE COMPENSATION


Summary Compensation Table. The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our sole officer and director for the fiscal year ended September 30, 2011. Our Board of Directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.


Name and

Principal

Position

Title

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All other

Compensation

($)

Total

($)

Kelly Storms

Chairman, CEO

and President

 

2011

$1,000(1)

$-0-

$10,000(2)

-0-

-0-

-0-

-0-

$10,000


Notes to Summary Compensation Table:


(1)

Pursuant to a Management Agreement dated October 5, 2011 and made effective August 31, 2011, Ms. Storms has agreed to act as our President, Chief Executive Officer, and Director to manage the affairs of the Company for a one (1) year period beginning on the Effective Date, and thereafter the Term shall be automatically extended for successive one-year periods unless and until such time as either Ms. Storms or the Company shall give written notice to the other at least 30 days prior to the expiration of the then current Term that no such automatic extension shall occur. In exchange, Ms. Storms shall receive a monthly fee of $1,000 per calendar month. Such fee shall be payable on the first day of each calendar quarter. The fees due and owing Ms. Storms will not have a current impact on our liquidity and capital resources as all compensation due and owing Ms. Storms is being accrued and deferred until such time that Ms. Storms, in her sole discretion, believes it to be in the best interest of the Company to pay any such amounts due and owing. There are no annuity, pension or retirement benefits proposed to be paid to our current officer and director and employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

(2) 

The stock awards to Ms. Storms were issued beginning August 31, 2011 in connection with the formation of the Company. This dollar estimate is based on the grant date aggregate fair value at the close of business in accordance with FASB ASC Topic 718.


Outstanding Equity Awards since Inception:


 

 

OPTION AWARDS

 

STOCK AWARDS

Name

 

Number of Securities Underlying Unexercised Options (#) Exercisable

 

 

Number of Securities Underlying Unexercised Options (#) Unexercisable

 

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

 

 

Option Exercise Price ($)

 

Option Expiration Date

 

Number of Shares or Units of Stock that have not Vested (#)

 

 

Market Value of Shares or Units of Stock that have not Vested

($)

 

 

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested

($)

 

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested

($)

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

(f)

 

(g)

 

 

(h)

 

 

(i)

 

 

(j)

None

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

0

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0


Long-Term Incentive Plans


We currently have no Long-Term Incentive Plans.



31




Director Compensation


None.


Director Independence


Our board of directors is currently composed of one member, Kelly Storms, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

 

Security Holders Recommendations to Board of Directors


We welcome comments and questions from our shareholders. Shareholders can direct communications to our Chief Executive Officer, Kelly Storms, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Ms. Storms collects and evaluates all shareholder communications. All communications addressed to our director and executive officer will be reviewed by Ms. Storms unless the communication is clearly frivolous.


Code of Ethics


We have adopted a Code of Ethics, which is attached as Exhibit 14.1 hereto.


Committees


We do not currently have an audit, compensation or nominating committee.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth certain information at December 19, 2011, with respect to the beneficial ownership of shares of Common Stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of December 19, 2011, we had 10,000,000 shares of Common Stock issued and outstanding.


Title of class

  

Name and address of beneficial owner

  

Amount and Nature of Beneficial Ownership

  

Percentage of Common Stock (1)

 

Common Stock

  

 

Kelly Storms

501 Santiago Avenue

Long Beach, CA 90814

  


10,000,000

  


100%

  

  

  

  

  

  

  

  

  

Total

  

10,000,000

  

100%




32




(1)           Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

  

We are not aware of any arrangements that could result in a change of control.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On August 31, 2011, pursuant to the Organizational Minutes of the Company, the Company authorized the issuance of 10,000,000 shares of its Common Stock, $0.001 par value per share, to Kelly Storms as founders’ shares. As a result, Ms. Storms owns 100% of the issued and outstanding common shares of the Company.


On October 5, 2011, the Company entered into a Management Agreement (the “Management Agreement”) with Ms. Kelly Storms. Pursuant to the Management Agreement made effective August 31, 2011, Ms. Storms has agreed to act as our President, Chief Executive Officer, and Director to manage the affairs of the Company for a one (1) year period  beginning on the Effective Date, and thereafter the Term shall be automatically extended for successive one-year periods unless and until such time as either Ms. Storms or the Company shall give written notice to the other at least 30 days prior to the expiration of the then current Term that no such automatic extension shall occur. In exchange, Ms. Storms shall receive a monthly fee of $1,000 per calendar month. Such fee shall be payable on the first day of each calendar quarter.  The fees due and owing Ms. Storms will not have a current impact on our liquidity and capital resources as all compensation due and owing Ms. Storms is being accrued and deferred until such time that Ms. Storms, in her sole discretion, believes it to be in the best interest of the Company to pay any such amounts due and owing.


On October 5, 2011, the Company issued an Unsecured Promissory Note, in the principal amount of $9,985 to Kelly Storms, to evidence funds previously loaned by Kelly Storms to the Company. The $9,985 principal amount underlying the Promissory Note was loaned to the Company on August 31, 2011, and accrues interest at the rate of 10% per annum, and is due and payable on demand upon ten (10) days written notice from Kelly Storms. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. No commission was paid in connection with the sale of the promissory note.


On December 15, 2011, the Company issued an Unsecured Promissory Note, in the principal amount of $9,985 to Kelly Storms, to evidence funds previously loaned by Kelly Storms to the Company. The $9,985 principal amount underlying the Promissory Note was loaned to the Company on October 25, 2011, and accrues interest at the rate of 10% per annum, and is due and payable on demand upon ten (10) days written notice from Kelly Storms. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. No commission was paid in connection with the sale of the promissory note.


Further, Ms. Storms provides us with office space free of charge at this time.


Other than the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:


(A)

any of our director(s) or executive officer(s);

(B)

any nominee for election as one of our directors;

(C)

any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or

(D)

any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.


LEGAL MATTERS


The validity of the shares sold by us under this prospectus will be passed upon for us by Carrillo Huettel, LLP in San Diego, California.



33




EXPERTS

 

Sadler, Gibb & Associates, LLC, our independent registered public accountant, has audited our financial statements included in this prospectus and Registration Statement to the extent and for the periods set forth in their audit report. Sadler, Gibb & Associates, LLC has presented its report with respect to our audited financial statements.

 

COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES


Our Articles of Incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:


·

for any breach of the director’s duty of loyalty to the Company or its stockholders;

·

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

·

under Nevada General Corporation Law for the unlawful payment of dividends; or

·

for any transaction from which the director derives an improper personal benefit.


These provisions require us to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our stockholders to recover monetary damages from a director for breach of her fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our stockholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his or her fiduciary duty.


Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


WHERE YOU CAN FIND MORE INFORMATION


We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act, and the rules and regulations promulgated thereunder, with respect to the Common Stock offered hereby. This prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto. While we have summarized the material terms of all agreements and exhibits included in the scope of this Registration Statement, for further information regarding the terms and conditions of any exhibit, reference is made to such exhibits.   Upon effectiveness of this prospectus, we will be subject to the reporting and other requirements of Section 15(d) of the Securities Exchange Act of 1934 and will file periodic reports with the Securities and Exchange Commission, including a Form 10-K for the year ended September 30, 2012 and periodic reports on Form 10-Q during that period.  We will make available to our shareholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our shareholders unless requested by an individual shareholder.


For further information with respect to us and the Common Stock, reference is hereby made to the Registration Statement and the exhibits thereto, which may be inspected and copied at the principal office of the SEC, 100 F Street NE, Washington, D.C. 20549, and copies of all or any part thereof may be obtained at prescribed rates from the Commission’s Public Reference Section at such addresses. Also, the SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. To request such materials, please contact Ms. Kelly Storms, our President and Chief Executive Officer.



34








Marketing Mobile Text, Inc.

(A Development Stage Company)


Financial Statements


(Expressed in US dollars)


For the period ended September 30, 2011








Report of Independent Registered Public Accounting Firm

F-2


Balance Sheet

F-3


Statement of Operations

F-4


Statement of Cash Flows

F-5


Statement of Stockholders’ Equity

F-6


Notes to the Financial Statements

F-7




F-1




SADLER, GIBB & ASSOCIATES, L.L.C.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Marketing Mobile Text, Inc.

(A Development Stage Company)


We have audited the accompanying balance sheet of Marketing Mobile Text, Inc., (A Development Stage Company) as of September 30, 2011, and the related statement of operations, stockholders’ equity (deficit) and cash flows from inception on August 31, 2011 through September 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion of the financial statement based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.


In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Marketing Mobile Text, Inc. (A Development Stage Company) as of September 30, 2011, and the related statement of operations, stockholders’ equity (deficit) and cash flows from inception on August 31, 2011 through September 30, 2011, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company has not yet established an ongoing source of revenue sufficient to cover its operating costs which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.




/s/ Sadler, Gibb & Associates


Salt Lake City, UT

November 22, 2011






F-2




Marketing Mobile Text, Inc.

(A Development Stage Company)

Balance Sheet

(Expressed in US dollars)



 

 September 30,

 2011

 $

 

 

ASSETS

 

 

 

Cash

1,507

a)

 

Total Assets

1,507

 

 

LIABILITIES

 

 

 

Current Liabilities

 

 

 

Accounts payable and accrued liabilities

5,164

Accrued officer salaries

1,000

Notes payable – related party

9,985

 

 

Total Liabilities

16,149

 

 

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: 10,000,000 common shares

 10,000

 

 

Additional paid-in capital

 (10,000)

 

 

Accumulated deficit during the development stage

(14,642)

 

 

Total Stockholders’ Deficit

(14,642)

 

 

Total Liabilities and Stockholders’ Deficit

1,507

 

 




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


F-3



Marketing Mobile Text, Inc.

(A Development Stage Company)

Statements of Operations

(Expressed in US dollars)



 

For the period from August 31, 2011 (Date of Inception) to September 30,

2011

$

 


Revenues

 

 

Operating Expenses

 

 

 

General and administrative

3,478

Management fees

1,000

Professional fees

10,000

 

 

Total Operating Expenses

14,478

 

 

Net loss before other expenses

(14,478)

 

 

Other Expenses

 

  

 

  Interest expense

(164)

 

 

Net Loss

(14,642)


Net Earnings per Share – Basic and Diluted

(0.00)


Weighted Average Shares Outstanding – Basic and Diluted

10,000,000

 

 



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


F-4



Marketing Mobile Text, Inc.

(A Development Stage Company)

Statements of Cashflows

(Expressed in US dollars)



 

For the period from August 31, 2011

(Date of Inception) to September 30,

2011

$

 

 

Operating Activities

 

 

 

Net loss for the period

(14,642)

 

 

Changes in operating assets and liabilities:

 

 

 

Accounts payable and accrued liabilities

6,164

 

 

Net Cash Provided By (Used In) Operating Activities

(8,478)

 

 

Financing Activities

 

 

 

Proceeds from related party

9,985

 

 

Net Cash Provided by Investing Activities

9,985

 

 

Increase in Cash

1,507

 

 

Cash – Beginning of Period

 

 

Cash – End of Period

1,507

 

 

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 financial statements)


F-5



Marketing Mobile Text, Inc.

(A Development Stage Company)

Statement of Stockholders’ Deficit

From August 31, 2011 (Date of Inception) to September 30, 2011



 

 

 

Additional

 

 

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

 

 

Shares

 

Par Value

 

Capital

 

Deficit

 

Total

 

#

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

Balance – August 31, 2011 (Date of Inception)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of founders’ shares

10,000,000

 

10,000

 

(10,000)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

(14,642)

 

(14,642)

 

 

 

 

 

 

 

 

 

 

Balance – September 30, 2011

10,000,000

 

10,000

 

(10,000)

 

(14,642)

 

(14,642)

 

 

 

 

 

 

 

 

 

 





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


F-6



MarketingMobileText, Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)


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 September 30, 2011, the Company has not recognized any revenue, and has an accumulated deficit of $14,642. 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.


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.  


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 September 30, 2011, the Company did not have any potentially dilutive shares.



F-7



MarketingMobileText, Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)



2.

Summary of Significant Accounting Policies (continued)


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, and accounts payable and accrued liabilities.  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 September 30, 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.


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


On August 31, 2011, the Company received $9,985 from the President of the Company. The amount is unsecured, due interest at 10% per annum, and due on demand. As at September 30, 2011, the Company recorded accrued interest of $164 in accounts payable and accrued liabilities.


4.

Common Shares


On August 31, 2011, the Company issued 10,000,000 common shares as founders’ shares to the President and Director of the Company for services rendered.



F-8



MarketingMobileText, Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)



5.

Related Party Transactions


a)

During the period ended September 30, 2011, the Company incurred $1,000 of management fees to the President and Director of the Company.


b)

As of September 30, 2011, the Company owed $1,000 to the President and Director of the Company for financing of day-to-day operations and management fees.


6.

Income Taxes


The Company has $14,642 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2031.  The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes. As at September 30, 2011, the Company had no uncertain tax positions.  


 

September 30,

2011

$

 

 

Net loss before taxes

(14,642)

Statutory rate

34%

 

 

Computed expected tax recovery

4,978

Valuation allowance

(4,978)

 

 

Income tax provision


7.

Subsequent Events


On December 15, 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, due interest at 10% per annum, and due on demand.




F-9





PROSPECTUS


MarketingMobileText, Inc.

501 Santiago Avenue

Long Beach, CA 90814

(562) 498-5880

6,000,000 SHARES OF COMMON STOCK


DEALER PROSPECTUS DELIVERY OBLIGATION


Until _______________, 20___, all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


 

December ___, 2011









PART II – INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.


The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. All such expenses will be paid by us.


Securities and Exchange Commission Registration Fee

$

69.66

Audit Fees and Expenses

$

12,000.00

Legal Fees and Expenses

$

28,000.00

Transfer Agent and Registrar Fees and Expenses

$

1,000.00

SEC Filings

$

1,000.00

Miscellaneous Expenses

$

3,000.00

Total

$

45,069.66*

* Estimate Only

 

 

 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.


The sole officer and director of the Company is indemnified as provided by the Nevada Revised Statutes and the Bylaws of the Company. Unless specifically limited by a corporation’s Articles of Incorporation, Nevada law automatically provides directors with immunity from monetary liabilities. The Company’s Articles of Incorporation do not contain any such limiting language. Excepted from that immunity are:


a.

willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;

b.

a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;

c.

a transaction from which the director derived an improper personal profit; and

d.

willful misconduct.


The Articles of Incorporation provide that the Company will indemnify its officer, director, legal representative, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Articles is a contract right, which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken on behalf of the Company.

  

The Bylaws of the Company provide that the Company will indemnify its director and officer to the fullest extent not prohibited by Nevada law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Nevada law or (iv) such indemnification is required to be made pursuant to the Bylaws.

 

The Bylaws of the Company provide that the Company will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or executive officer of another Company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the Bylaws of the Company or otherwise.

 



II-1






The Bylaws of the Company provide that no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.

 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.


Set forth below is information regarding the issuance and sales of securities without registration since inception.

 

On August 31, 2011, pursuant to the Organizational Minutes of the Company, the Company authorized the issuance of 10,000,000 shares of its Common Stock, $0.001 par value per share, to Kelly Storms as founders’ shares. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. As a result, Ms. Storms owns 100% of the issued and outstanding common shares of the Company.


On October 5, 2011, the Company issued an Unsecured Promissory Note, in the principal amount of $9,985 to Kelly Storms, to evidence funds previously loaned by Kelly Storms to the Company. The $9,985 principal amount underlying the Promissory Note was loaned to the Company on August 31, 2011, and accrues interest at the rate of 10% per annum, and is due and payable on demand upon 10 days written notice from Kelly Storms. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. No commission was paid in connection with the sale of the promissory note.


On December 15, 2011, the Company issued an Unsecured Promissory Note, in the principal amount of $9,985 to Kelly Storms, to evidence funds previously loaned by Kelly Storms to the Company. The $9,985 principal amount underlying the Promissory Note was loaned to the Company on October 25, 2011, and accrues interest at the rate of 10% per annum, and is due and payable on demand upon ten (10) days written notice from Kelly Storms. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. No commission was paid in connection with the sale of the promissory note.


All securities sold contained a restrictive legend on the share certificate stating that the securities have not been registered under the Act and setting forth, or referring to the restrictions on transferability and sale of the securities.

  

ITEM 16. EXHIBITS


The following is a list of exhibits filed as part of this Registration Statement. Where so indicated by footnote, exhibits which were previously filed are incorporated herein by reference. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Exhibit

Number

 


Description

3.1

 

Articles of Incorporation of MarketingMobileText, Inc.(1)

3.2

 

Bylaws of MarketingMobileText, Inc. (1)

4.1

 

Specimen Stock Certificate (1)

4.2

 

Form of Subscription Agreement (1)

5.1

 

Opinion of Carrillo Huettel, LLP, re: the legality of the shares being registered (1)

10.1

 

Management Agreement between the Company and Kelly Storms(1)

10.2

 

Promissory Note between the Company and Kelly Storms dated October 5, 2011(1)

10.3

 

Promissory Note between the Company and Kelly Storms dated December 15, 2011(1)

14.1

 

Code of Ethics(1)

23.1

 

Auditor Consent(1)

23.2

 

Consent of Carrillo Huettel, LLP (included in Exhibit 5.1)


(1)

Filed herewith.



II-2






ITEM 17.  UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

1.  

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

 

(a)

Include any prospectus required by Section 10(a)(3) of the Securities Act;


(b)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and


(c)

Include any additional or changed material information on the plan of distribution.


2. 

To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new Registration Statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof.


3. 

To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remain unsold at the termination of the offering.


4.  

For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: 

 

(a)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;


(b)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;


(c)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and,


(d)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.


In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.



II-3






For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a Registration Statement relating to an offering, other than Registration Statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.

 

 


 

 SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of December, 2011.


 

MarketingMobileText, Inc.

 

 

 

By:

/s/ Kelly Storms

 

Name:

Kelly Storms

 

Title:

President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer & Director


POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kelly Storms, as her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of MarketingMobileText, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitutes, may lawfully do or cause to be done by virtue hereof.


In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Kelly Storms      

Kelly Storms

 

President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer & Director

 

December 20, 2011




II-4






EXHIBIT INDEX



Exhibit

Number

 


Description

3.1

 

Articles of Incorporation of MarketingMobileText, Inc.(1)

3.2

 

Bylaws of MarketingMobileText, Inc. (1)

4.1

 

Specimen Stock Certificate (1)

4.2

 

Form of Subscription Agreement (1)

5.1

 

Opinion of Carrillo Huettel, LLP, re: the legality of the shares being registered (1)

10.1

 

Management Agreement between the Company and Kelly Storms(1)

10.2

 

Promissory Note between the Company and Kelly Storms dated October 5, 2011(1)

10.3

 

Promissory Note between the Company and Kelly Storms dated December 15, 2011(1)

14.1

 

Code of Ethics(1)

23.1

 

Auditor Consent(1)

23.2

 

Consent of Carrillo Huettel, LLP (included in Exhibit 5.1)


(1)

Filed herewith.




II-5



Exhibit 3.1


ARTICLES OF INCORPORATION


OF


MARKINGMOBILETEXT, INC.

a Nevada Corporation


ARTICLE 1.

Company Name


1.1

The name of this corporation is MarketingMobileText, Inc.



ARTICLE 2.

Duration


2.1

The Corporation shall continue in existence perpetually unless sooner dissolved according to law.


ARTICLE 3.

Purpose


3.1

The purpose for which the Corporation is organized is to engage in any lawful activity within or outside of the State of Nevada.


3.2

The Corporation may also maintain offices at such other places within or outside of the State of Nevada as it may from time to time determine.  Corporate business of every kind and nature may be conducted, and meetings of directors and shareholders may be held outside the State of Nevada with the same effect as if held in the State of Nevada.


ARTICLE 4.

Board of Directors


4.1.

Number. The board of directors of the Corporation shall consist of such number of persons, not less than one, as shall be determined in accordance with the Bylaws from time to time.  


ARTICLE 5.

Capital Stock


5.1

Authorized Capital Stock.  The aggregate number of shares which this Corporation shall have authority to issue is three hundred million (300,000,000) shares, consisting of (a) two hundred ninety million (290,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”) and (b) ten million (10,000,000) shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.  A description of the classes of shares and a statement of the number of shares in each class and the relative rights, voting power, and preferences granted to and restrictions imposed upon the shares of each class are as follows:


5.2

Common Stock.  Each share of Common Stock shall have, for all purposes one (1) vote per share.


Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefore.  The holders of Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Common Stock or approval of the common shareholders is required or requested.  


5.3

Preferred Stock.  The Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized, by resolution adopted and filed in accordance with law, to provide for the issue of such series of shares of Preferred Stock. Each series of shares of Preferred Stock:


(a)

may have such voting powers, full or limited, or may be without voting powers;





(b)

may be subject to redemption at such time or times and at such prices as determined by the Board of Directors;


(c)  

may be entitled to receive dividends (which may be cumulative or non-cumulative) at  such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock;


(d)

may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation;


(e)

may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments;


(f)

may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts;


(g)

may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and


(h)

may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall be stated in said resolution or resolutions providing for the issue of such shares of Preferred Stock. Shares of Preferred Stock of any series that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of Preferred Stock.


ARTICLE 6.

No Further Assessments


6.1

The capital stock, after the amount of the subscription price determined by the board of directors has been paid in money, property, or services, as the Directors shall determine, shall be subject to no further assessment to pay the debts of the Corporation, and no stock issued as fully paid up shall ever be assessable or assessed, and these Articles of Incorporation shall not and cannot be amended, regardless of the vote therefore, so as to amend, modify or rescind this Article 6.


ARTICLE 7.

No Preemptive Rights


7.1

Except as otherwise set forth herein, none of the shares of the Corporation shall carry with them any preemptive right to acquire additional or other shares of the Corporation and no holder of any stock of the Corporation shall be entitled, as of right, to purchase or subscribe for any part of any unissued shares of stock of the Corporation or for any additional shares of stock, of any class or series, which may at any time be issued, whether now or hereafter authorized, or for any rights, options, or warrants to purchase or receive shares of stock or for any bonds, certificates of indebtedness, debentures, or other securities.


ARTICLE 8.

No Cumulative Voting


8.1

There shall be no cumulative voting of shares.


ARTICLE 9.

Election Not to be Governed By Provisions of NRS 78.411 to 78.444.


9.1

The Corporation, pursuant to NRS 78.434, hereby elects not to be governed by the provisions of NRS 78.411 to 78.444, inclusive.



Page 2 of 3




ARTICLE 10.

Indemnification of Officers and Directors


10.1

The Corporation shall indemnify its directors, officers, employees, fiduciaries and agents to the fullest extent permitted under the Nevada Revised Statutes.


10.2

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person for whom he is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him  in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any manner desired by such person.  Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.


10.3

Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the law of the State of Nevada and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation as a director of officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.


10.4

The private property of the Stockholders, Directors and Officers shall not be subject to the payment of corporate debts to any extent whatsoever.


10.5

No director, officer or shareholder shall have any personal liability to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this provision does not eliminate nor limit in any way the liability of a director or officer for:


(a)

Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or


(b)

The payment of dividends in violation of Nevada Revised Statutes (N.R.S.) 78.300.


IN WITNESS WHEREOF, I have hereunto set my hands this 31st day of August, 2011, hereby declaring and certifying that the facts stated hereinabove are true.              


/s/ Kelly Storms      

By: Kelly Storms

Its:  Incorporator



Page 3 of 3





Exhibit 3.2


BYLAWS

OF

MARKETINGMOBILETEXT, INC.


ARTICLE I

OFFICES


SECTION 1.1

PRINCIPAL OFFICE. The principal office and place of business of MARKETINGMOBILETEXT, INC., a Nevada corporation (the “Corporation”), shall be located at 501 Santiago Avenue, Long Beach, CA 90814.


SECTION 1.2

OTHER OFFICES. The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require.


ARTICLE II

STOCKHOLDERS


SECTION 2.1

ANNUAL MEETINGS. Annual meetings of the stockholders shall be held each year on a date and time designated by the Board of Directors. At the annual meeting, the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.


SECTION 2.2

SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board of Directors, by the President or the Secretary by resolution of the Board of Directors or at the request in writing of one or more stockholders owning shares in the aggregate entitled to cast at least a majority of the votes at the meeting. Such request shall state the purpose of the proposed meeting and shall be personally delivered or sent by registered mail or by telegraph or other facsimile transmission to the Chairman of the Board of Directors, the President or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Section 2.4 of this Article II. If notice is not given within sixty (60) days of the request, the person or persons requesting the meeting may, subject to any applicable federal or state law including but not limited to federal securities laws, give the notice. Nothing contained in this Section 2.2 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.


SECTION 2.3

PLACE OF MEETING. All annual meetings of the stockholders shall be held at the principal office of the Corporation or at such other place within or without the State of Nevada as the directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.


SECTION 2.4

NOTICES. Notices of meetings shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without the State of Nevada, where it is to be held. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.


SECTION 2.5

AFFIDAVIT OF MAILING. An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting may be executed by the Secretary, Assistant Secretary, or any Transfer Agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.









SECTION 2.6

QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders or if the voting power necessary to approve a matter for which the meeting has been noticed has not voted in favor of such matter, the stockholders entitled to vote thereat, present in person or represented by proxy, the Chairman of the Board of Directors, or a majority of the Board of Directors shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented or until the voting power necessary to approve the matter for which the meeting has been noticed has been voted in favor of such matter.


SECTION 2.7

ADJOURNMENT. When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice may not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 2.4 of this Article II. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.


SECTION 2.8

VOTING. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Each common stockholder of record of the Corporation shall be entitled at each meeting of stockholders to one (1) vote for each share of common stock standing in his, her or its name on the books of the Corporation. Upon the demand of any common stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot.


SECTION 2.9

PROXIES; INSPECTORS OF ELECTION. At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one (1) shall be present, then that one (1) shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by three (3) inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.


The inspectors of election shall:


(a)

Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;


(b)

Receive votes, ballots, or consents;


(c)

Hear and determine all challenges and questions in any way arising in connection with the right to vote;


(d)

Count and tabulate all votes or consents;


(e)

Determine when the polls shall close;


(f)

Determine the results; and


(g)

Do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.


SECTION 2.10

ACTION BY WRITTEN CONSENT. Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.



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SECTION 2.11

WAIVER OF NOTICE. The transaction of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice of consent need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.


ARTICLE III

DIRECTORS


SECTION 3.1

GENERAL POWERS. The business of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things not otherwise required by statute, by the Articles of Incorporation or by these Bylaws to be exercised or addressed by the common stockholders.


SECTION 3.2

NUMBER. The number of directors may from time to time be increased or decreased by action of the Board of Directors to not less than one (1) nor more than nine (9).


SECTION 3.3

TENURE AND QUALIFICATION. Each Director shall hold office until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified. Directors need not be residents of the State of Nevada or stockholders of the Corporation.


SECTION 3.4

VACANCIES. Vacancies in the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of two-thirds (2/3) of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors resulting therefrom shall be filled only by the stockholders.


A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the Board of Directors by resolution declares vacant the office of director who has been declared of unsound mind by an order of the court or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting. The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors or the stockholders shall have power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.


ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS


SECTION 4.1

REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at any place within or without the State of Nevada, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. In the absence of such designation regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board of Directors may be held either at a place so designated or at the principal office. Any meeting, regular or special, may be held by conference telephone network or similar communications method by which all persons participating in the meeting can hear each other. Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.


SECTION 4.2

INITIAL MEETING. The first meeting of each newly elected Board of Directors shall be held at any place within or without the State of Nevada, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as herein provided for special meetings of the Board of Directors.



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SECTION 4.3

SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman, the President or by any director. Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be deemed due, legal and personal notice to such director.


SECTION 4.4

ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned and unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 4.3, to the directors who were not present at the time of the adjournment.


SECTION 4.5

VALIDITY OF TRANSACTIONS. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.


SECTION 4.6

QUORUM. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board of Directors shall be as valid and effective in all respects as if passed by the Board of Directors in regular meeting. A quorum of the Board of Directors may adjourn any Board of Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any Board of Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors.


SECTION 4.7

WRITTEN CONSENT. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.


SECTION 4.8

COMPENSATION. The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.


ARTICLE V

COMMITTEES OF DIRECTORS


SECTION 5.1

COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one (1) or more committees of the Board of Directors, each committee to consist of one (1) or more of the directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.


SECTION 5.2

MINUTES. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.



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SECTION 5.3

MEETING AUTHORITY. Meetings and actions of the committee shall be governed by, and held and taken in accordance with, the provisions of Article IV of these Bylaws, Section 4.1 (Regular Meetings), Section 4.2 (Initial Meeting), Section 4.3 (Special Meetings), Section 4.4 (Adjournment), Section 4.6 (Quorum), Section 4.7 (Written Consent) and Section 6.2 (Consents), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.


ARTICLE VI

NOTICES


SECTION 6.1

NOTICES. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram or other form of written communication as provided for in these Bylaws.


SECTION 6.2

CONSENTS. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.


SECTION 6.3

VALID NOTICE. Whenever any notice whatever is required to be given under the provisions of the Nevada Revised Statutes (the “NRS”), the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.


ARTICLE VII

OFFICERS


SECTION 7.1

REQUIRED OFFICERS. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, a Treasurer and such other officers as shall be approved by the Board of Directors. Any person may hold two (2) or more offices.


SECTION 7.2

OFFICERS’ COMPENSATION. The salaries and compensation of all officers of the Corporation shall be fixed by the Board of Directors.


SECTION 7.3

REMOVAL OF OFFICERS. The officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors. Any officer may resign at any time by giving written notice to the Corporation.


SECTION 7.4

PRESIDENT. The President shall, subject to the control of the Board of Directors, actively manage the business of the Corporation.


SECTION 7.5

SECRETARY. The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.



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SECTION 7.6

TREASURER. The Treasurer shall act under the direction of the President. Subject to the direction of the President, he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.


ARTICLE VIII

CERTIFICATES OF STOCK


SECTION 8.1

CERTIFICATION. The Board of Directors of the Corporation may authorize the issuance of uncertificated shares pursuant to NRS 78.235(4). Absent such authorization by the Board of Directors of the Corporation, every stockholder shall be entitled to have a certificate signed by the President and the Secretary of the Corporation, certifying the number of shares owned by him, her or it in the Corporation. If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the designations, preferences and relative participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such stock.


SECTION 8.2

REPLACED CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.


SECTION 8.3

CERTIFICATE SURRENDER. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.


SECTION 8.4

DIVIDENDS. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to receive payment of any such dividend, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as above.


SECTION 8.5

CORPORATE REGISTRAR. The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.


ARTICLE IX

RECORDS AND REPORTS


SECTION 9.1

STOCK LEDGER. The Corporation shall either maintain at its principal office a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder, or in lieu thereof maintain at its principal office a statement setting out the name of the custodian of the stock ledger.


SECTION 9.2

ACCOUNTING BOOKS AND RECORDS. The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors. The minutes, accounting books, and the records shall be kept either in written form or in any other form capable of being converted into written form. Subject to the applicable provisions of the NRS, the minutes and accounting books and records shall be open to inspection by the stockholders.



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SECTION 9.3

INSPECTION. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind, and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.


ARTICLE X

GENERAL PROVISIONS


SECTION 10.1

DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the Corporation or for such other purpose as the directors shall deem conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.


SECTION 10.2

CHECKS OR DEMANDS. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.


SECTION 10.3

FISCAL YEAR. The fiscal year of the Corporation shall be September 30, unless otherwise fixed by a resolution of the Board of Directors of the Corporation.


SECTION 10.4

SEAL. The Corporation may adopt a corporate seal and have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Nevada.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.


SECTION 10.5

ELECTRONIC SIGNATURE. Any action taken by the Board of Directors, the stockholders of the Corporation or the individual directors, officers, employees or other agents of the Corporation, which requires a written signature, shall be deemed valid and binding if made by means of electronic signature. For purposes of these Bylaws, “electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a person with the intent to sign such record, including facsimile or email electronic signatures.

 

SECTION 10.6

AUTHORITY. The Chairman of the Board of Directors, the President or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by the Chairman or the President.


SECTION 10.7

GOVERNING LAW. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the NRS shall govern the construction of these Bylaws. Without limiting the generality of these provisions, the singular number includes the plural, the plural number includes the singular, the masculine and feminine genders are intended to be used interchangeably and the term “person” includes both the Corporation and a natural person.


ARTICLE XI

AMENDMENTS


SECTION 11.1

AMENDMENT BY BOARD OF DIRECTORS. The power to adopt, alter and repeal the Bylaws of the Corporation is vested exclusively in the Board of Directors.



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ARTICLE XII

INDEMNIFICATION


SECTION 12.1

INDEMNIFICATION. Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada, as they may be amended from time to time, against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith.


The expenses of a director or officer, incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer, to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors or officers may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article XII.


Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all time the fullest indemnification permitted under the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer, employee of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.


APPROVED AND ADOPTED this 31st day of August, 2011.




/s/ Kelly Storms     

By: Kelly Storms

Its: Secretary












[Remainder of this Page Intentionally Left Blank]



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INCUMBENCY CERTIFICATE


I hereby certify that Kelly Storms is the Secretary of MARKETINGMOBILETEXT, INC., a Nevada corporation, and that the foregoing Bylaws, consisting of eleven (11) pages, constitute the Bylaws of MARKETINGMOBILETEXT, INC., as duly adopted by resolution of the Board of Directors of MARKETINGMOBILETEXT, INC., dated the 31st day of August, 2011.


IN WITNESS WHEREOF, I have hereunto subscribed my name this 31st day of August, 2011.




/s/ Kelly Storms        

By: Kelly Storms

Its: President




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Exhibit 4.1

[s1_ex4z1001.jpg]




Exhibit 4.2


SUBSCRIPTION AGREEMENT


MarketingMobileText, Inc.

501 Santiago Ave

Long Beach, CA 90814

(562) 498-5880



A.

Instructions.


Each person considering subscribing for common shares of the Company should review the following instructions:


1.

Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription Agreement and return one copy of the materials to you for your records.


The Company shall have the right to accept or reject any subscription, in whole or in part.


An acknowledgment of the acceptance of your subscription will be returned to you promptly after acceptance.


2.

Payment: Payment for the amount of the Shares subscribed for shall be made at the time of delivery of the properly executed Subscription Agreement, or such date as the Company shall specify by written notice to subscribers (unless such period is extended in the sole discretion of the President of the Company), of a check, bank draft or wire transfer of immediately available funds to the Company at the address set forth below or an account specified by the Company. The closing of the transactions contemplated hereby (the "Closing") will be held on such date specified in such notice (unless the closing date is extended in the sole discretion of the President of the Company). There is no minimum aggregate amount of Shares which must be sold as a condition precedent to the Closing, and the Company may provide for one or more Closings while continuing to offer the Shares that constitute the unsold portion of the Offering.


B.

Communications.


All documents and check should be forwarded to:


MARKETINGMOBILETEXT, INC.

501 Santiago Ave

Long Beach, CA 90814

(562) 498-5880

Attention: Ms. Kelly Storms


THE PURCHASE OF SHARES OF MARKETINGMOBILETEXT, INC. INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


EVERY POTENTIAL INVESTOR PRIOR TO ANY INVESTMENT OR PURCHASE OF MARKETINGMOBILETEXT, INC. SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING.



[SIGNATURE PAGE FOLLOWS]






SUBSCRIPTION AGREEMENT SIGNATURE PAGE


The undersigned (the "Subscriber") hereby subscribes for that number of shares (the "Shares") of the Company set forth below, upon and subject to the terms and conditions set forth in the Company's final prospectus filed on Form 424(b)(3) and dated _________, 2011 (the "Prospectus").


The Subscriber acknowledges, represents and warrants as of the date of this Subscription Agreement that:


1.

no person has made to the Subscriber any written or oral representations:


(a)

that any person will resell or repurchase the Shares,


(b)

that any person will refund the purchase price of the Shares, or


(c)

as to the future price or value of the Shares;  


2.

the Company has provided to the Subscriber a copy of the Prospectus and has made available a copy of the Company's Registration Statement on Form S-1 filed on ________________, 2011; and,


3.

the representations, warranties and acknowledgements of the Subscriber contained in this Section will survive the closing of this Agreement.


The Subscriber acknowledges that the Subscriber has a two day cancellation right and can cancel this Subscription Agreement by sending notice to the Company by midnight on the 2nd business day after the Subscriber signs this Subscription Agreement.


Total Number of Shares to be Acquired:              ____________________________


Amount to be paid (price of $0.____ USD per Share): ____________________________


IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ______ day of _______________, 2011.


NAME:    (PRINT) as it should appear on the Certificate:

__________________________________________________________________


ADDRESS:

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________


If Joint Ownership, check one (all parties must sign above):


       . Joint Tenants with Right of Survivorship

       . Tenants in Common

       . Community Property


If Fiduciary or a Business or an Organization, check one:


       . Trust

       . Estate

       . Power of Attorney


         Name and Type of Business Organization: __________________________________________________



2




IDENTIFICATION AUTHENTICATION REQUIRED [ATTACH PHOTOCOPY OF ID]


Below is my (check one)


       . Government ID# -      . Social Security# -      . Passport#


#__________________________



SIGNATURE: ___________________________________________


ACCEPTANCE OF SUBSCRIPTION

 

The foregoing Subscription is hereby accepted for and on behalf of MARKETINGMOBILETEXT, INC. this ______ day of ____________________, 2011.




By: _____________________________

      Kelly Storms, President




3



[s1_ex5z1002.jpg]

Exhibit 5.1


December 20, 2011


MarketingMobileText, Inc.

501 Santiago Avenue

Long Beach, CA 90814



Re:

Registration Statement on Form S-1 for MarketingMobileText, Inc.

 

Registration for Sale of up to 6,000,000 Shares of Common Stock by the Company

 

Ladies and Gentlemen:

 

We have acted as counsel for MarketingMobileText, Inc., a Nevada corporation (the “Company”), in connection with a registration statement on Form S-1, (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on or about the date of this letter, under the Securities Act of 1933, as amended (the “Securities Act”), in connection with registration for the public offering of up to 6,000,000  shares (the “IPO Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).  As used in this opinion letter, the term “IPO Prospectus” refers to the Offering Prospectus in the Registration Statement in the form first filed with the Commission following the Effective Time pursuant to Rule 424(b) of the rules and regulations under the Securities Act.

 

The IPO Shares consist of the 6,000,000 shares of Common Stock to be sold by the Company in the public offering under the Registration Statement and IPO Prospectus.

 

You have requested our opinion as to the matters set forth below in connection with the Registration Statement.  For purposes of this opinion, we have examined the Registration Statement, the Company’s Articles of Incorporation and Bylaws, each as amended to date, and the corporate actions of the Company that provides for the issuance of the IPO Shares and we have made such other investigation as we have deemed appropriate.  We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion; we have also relied on a certificate from an officer of the Company.

 

We have made assumptions that are customary in opinions of this kind, including the assumptions of the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof.  

 

Based upon and subject to the foregoing, it is our opinion that the IPO Shares have been duly authorized and when issued and paid for as described in the Registration Statement and IPO Prospectus, will be, validly issued, fully paid and non-assessable.


This opinion is limited to the Federal laws of the United States, and the applicable statutory provisions of the Nevada Revised Statutes of the State of Nevada, including all applicable provisions of the Nevada Constitution and all regulations related to and all reported judicial decisions interpreting those laws and provisions.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the heading “Legal Matters.”

 



_________________________________________________________________________


3033 Fifth Avenue, Suite 400  |  San Diego, CA 92103

TEL: 619.546.6100  |  FAX: 619.546.6060  |  www.carrillohuettel.com




[s1_ex5z1001.jpg]



This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act and may not be used or relied upon for any other purpose. This opinion is given as of the effective date of the Registration Statement, and we assume no obligation to update or supplement the opinions contained herein to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.


Very truly yours,


/s/ Carrillo Huettel, LLP    

Carrillo Huettel, LLP



2



Exhibit 10.1


MANAGEMENT AGREEMENT


This Management Agreement (the “Agreement”) entered into on October 5, 2011, and made effective as of the 31st day of August, 2011, (the “Effective Date”) by and between MarketingMobileText, Inc., a Nevada corporation (the “Company”) and Kelly Storms (“Ms. Storms”).


RECITALS:


WHEREAS, Ms. Storms has expertise in the areas of corporate management, finance, investment and other matters relating to the business of the Company; and


WHEREAS, the Company desires to avail itself of the expertise of Ms. Storms in the aforesaid areas, in which it acknowledges the expertise of Ms. Storms.


AGREEMENT:


NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the parties hereto agree as follows:


1. Appointment.


The Company hereby appoints Ms. Storms to render the advisory and consulting services described in Section 2 hereof for the term of this Agreement.


2. Services.


During the term of this Agreement, Ms. Storms shall render to the Company, as the Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary and as a Director (the “Services”) in relation to the operations of the Company, strategic planning, and financial oversight and including, without limitation, advisory and consulting services in relation to the selection, retention and supervision of independent auditors, the selection, retention and supervision of outside legal counsel, the selection, retention and supervision of financial advisors or consultants and the structuring and implementation of equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company.


3. Fees.


In consideration of the performance of the Services contemplated by Section 2 hereof, the Company agrees to pay to Ms. Storms an aggregate fee (the “Fee”) of $1,000 per calendar month.


4. Out-of-Pocket Expenses


In addition to the compensation payable to Ms. Storms pursuant to Section 3 hereof, the Company shall, at the direction of Ms. Storms, pay directly, or reimburse Ms. Storms for his reasonable Out-of-Pocket Expenses. For the purposes of this Agreement, the term “Out-of-Pocket Expenses” shall mean the amounts actually paid by Ms. Storms in cash in connection with his performance of the Services, including, without limitation, reasonable (i) fees and disbursements (including, underwriting fees) of any independent auditors, outside legal counsel, consultants, investment bankers, financial advisors and other independent professionals and organizations, (ii) costs of any outside services or independent contractors such as financial printers, couriers, business publications or similar services and (iii) transportation, per diem, telephone calls, word processing expenses or any similar expense not associated with its ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation by Ms. Storms to the Company of the statement in connection therewith.





5. Indemnification


The Company will indemnify and hold harmless Ms. Storms from and against any and all losses, costs, expenses, claims, damages and liabilities (the “Liabilities”) to which Ms. Storms may become subject under any applicable law, or any claim made by any third party, or otherwise, to the extent they relate to or arise out of the performance of the Services contemplated by this Agreement or the engagement of Ms. Storms pursuant to, and the performance by Ms. Storms of the Services contemplated by, this Agreement. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or willful misconduct of Ms. Storms. If Ms. Storms is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted solely from the gross negligence or willful misconduct of Ms. Storms.


6. Termination


Unless sooner terminated pursuant to other provisions hereof, the Company agrees to engage Ms. Storms for a one (1) year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 30 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Ms. Storms’ engagement with the Company shall terminate on the expiration of the then current term. The provisions of Sections 5, 7 and 8 and otherwise as the context so requires shall survive the termination of this Agreement.


7. Other Activities


Nothing herein shall in any way preclude Ms. Storms from engaging in any business activities or from performing services for his own account or for the account of others, including for companies that may be in competition with the business conducted by the Company.


8. General.


(a)

No amendment or waiver of any provision of this Agreement, or consent to any departure by either party from any such provision, shall be effective unless the same shall be in writing and signed by the parties to this Agreement, and, in any case, such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


(b)

This Agreement and the rights of the parties hereunder may not be assigned without the prior written consent of the parties hereto; provided, however, that Ms. Storms may assign or transfer his duties or interests hereunder to an affiliate at the sole discretion of Ms. Storms.


(c) 

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous oral and written (and all contemporaneous oral) negotiations, commitments, agreements and understandings relating hereto.


(d) 

This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Nevada (excluding the choice of law principles thereof). The parties to this Agreement hereby agree to submit to the non-exclusive jurisdiction of the federal and state courts located in the state of Nevada in any action or proceeding arising out of or relating to this Agreement.


(e) 

This Agreement may be executed in two or more counterparts, and by different parties on separate counterparts. Each set of counterparts showing execution by all parties shall be deemed an original, and shall constitute one and the same instrument.


(f)

The waiver by any party of any breach of this Agreement shall not operate as or be construed to be a waiver by such party of any subsequent breach.



2




IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as set forth below.


 

 

 

 

 

 

 

 

MarketingMobileText, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Kelly Storms

 

 

 

Name:

 

Kelly Storms

 

 

 

 

 

 

 

 

 

/s/ Kelly Storms  

 

 

 

Kelly Storms

 

 

 

 

 

 

 

 

 

 

 




3





Exhibit 10.2


UNSECURED PROMISSORY NOTE


PRINCIPAL AMOUNT:  

$9,985


LOAN DATE:  

AUGUST 31, 2011


EXECUTION DATE:

OCTOBER 5, 2011


INTEREST RATE:

10.00% SIMPLE INTEREST


BORROWER:

MARKETINGMOBILETEXT, INC.


LENDER:

KELLY STORMS


PAYMENT:

$9,985 DUE ON DEMAND


1.

Principal Repayment.  For value received, MarketingMobileText, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Kelly Storms (the “Lender”), the principal amount of nine thousand nine hundred eighty five Dollars ($9,985), with simple interest accruing at a annual rate of ten percent (10.00%) thereon. The principal amount is due and payable on demand upon ten (10) days written notice by Lender (the “Due Date”).


2.

Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.


3.

Default. Borrower will be in default if any of the following occur:


(a)

Borrower fails to make the Principal Repayment when due;


(b)

Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;


(c)

Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf in connection with this Note is false or misleading in any material respect; or,


(d)

A receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any Bankruptcy or insolvency laws seeking the liquidation or reorganization of Borrower and such proceeding is not dismissed within sixty (60) days after such filing.


4.

Borrower’s Right to Prepay.  Borrower may pay without penalty, all or a portion of the amount owed earlier that it is due. Any prepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note.


5.

Waiver of Demand, Presentment, etc. The Borrower hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.


6.

Payment.  Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment.


7.

Assignment.  The rights and obligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, administrators and transferees of the parties hereto.










8.

Waiver and Amendment.  Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Borrower and the Lender


9.

Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission, to the Borrower at the address or facsimile number set forth herein or to the Lender at its address or facsimile number set forth in the records of the Borrower.  Any party hereto may by notice so given change its address for future notice hereunder.  Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmation of receipt.


10.

Severability.  If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.


11.

Headings.  Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.


IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.


MARKETINGMOBILETEXT, INC.




By:  /s/ Kelly Storms                   

        Name: Kelly Storms

        

        Title: CEO






2





Exhibit 10.3


UNSECURED PROMISSORY NOTE



PRINCIPAL AMOUNT:  

$9,985


LOAN DATE:  

OCTOBER 25, 2011


EXECUTION DATE:

DECEMBER 15, 2011


INTEREST RATE:

10.00% SIMPLE INTEREST


BORROWER:

MARKETINGMOBILETEXT, INC.


LENDER:

KELLY STORMS


PAYMENT:

$9,985 DUE ON DEMAND


1.

Principal Repayment.  For value received, MarketingMobileText, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Kelly Storms (the “Lender”), the principal amount of nine thousand nine hundred eighty five Dollars ($9,985), with simple interest accruing at a annual rate of ten percent (10.00%) thereon. The principal amount is due and payable on demand upon ten (10) days written notice by Lender (the “Due Date”).


2.

Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.


3.

Default. Borrower will be in default if any of the following occur:


(a)

Borrower fails to make the Principal Repayment when due;


(b)

Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;


(c)

Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf in connection with this Note is false or misleading in any material respect; or,


(d)

A receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any Bankruptcy or insolvency laws seeking the liquidation or reorganization of Borrower and such proceeding is not dismissed within sixty (60) days after such filing.


4.

Borrower’s Right to Prepay.  Borrower may pay without penalty, all or a portion of the amount owed earlier that it is due. Any prepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note.


5.

Waiver of Demand, Presentment, etc. The Borrower hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.


6.

Payment.  Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment.


7.

Assignment.  The rights and obligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, administrators and transferees of the parties hereto.










8.

Waiver and Amendment.  Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Borrower and the Lender


9.

Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission, to the Borrower at the address or facsimile number set forth herein or to the Lender at its address or facsimile number set forth in the records of the Borrower.  Any party hereto may by notice so given change its address for future notice hereunder.  Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmation of receipt.


10.

Severability.  If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.


11.

Headings.  Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.


IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.


MARKETINGMOBILETEXT, INC.



By:  /s/ Kelly Storms                 

        Name: Kelly Storms

        

        Title: CEO



2



Exhibit 14.1


CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF MARKETINGMOBILETEXT, INC.


1.

TREAT IN AN ETHICAL MANNER THOSE TO WHOM MARKETINGMOBILETEXT, INC. HAS AN OBLIGATION


The officers, directors and employees of MarketingMobileText, Inc., (the “Company”) are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone.  For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.


For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.  For our suppliers and partners we are committed to fair competition and the sense of responsibility required of a good customer and teammate.


2.

PROMOTE A POSITIVE WORK ENVIRONMENT


All employees want and deserve a workplace where they feel respected, satisfied, and appreciated.  We respect cultural diversity and will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.


Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve excellence in our workplace.  While everyone who works for the Company must contribute to the creation and maintenance of such an environment, including our executives and management personnel, which have a responsibility for fostering a work environment that is free and open and will bring out the best in all of us.  Supervisors should not place subordinates in a position that could cause them to deviate from acceptable ethical behavior.


3.

PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN


We are committed to providing a drug-free, safe and healthy work environment, and to observing environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live.  Each of us is responsible for compliance with environmental, health and safety laws and regulations.


4.

KEEP ACCURATE AND COMPLETE RECORDS


We will maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations will be accurately entered in our books in accordance with generally accepted accounting practices and principles.  The Company will not tolerate anyone misrepresenting facts or falsifying records.  It will not be tolerated and will result in disciplinary action.


5.

OBEY THE LAW


We will conduct our business in accordance with all applicable laws and regulations.  Compliance with the law does not comprise our entire ethical responsibility.  Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:


A.

Strictly Adhere To All Antitrust Laws


Officers, directors and employees must strictly adhere to all antitrust laws where the Company is operating.  Such laws exist in the United States and in many other countries where the Company may conduct business.  These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.


B.

Strictly Comply With All Securities Laws


In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United States and other countries where the Company engages in business.





I.

Do Not Engage In Speculative or Insider Trading


Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.


Material, non-public information is any information that could reasonably be expected to affect the price of a stock.  If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material.  It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight.  Consequently, officers, directors and employees should always carefully   consider how their trades would look from this perspective.  


Two simple rules can help protect you in this area: (1) do not use non-public information for personal gain and (2) do not pass along such information to someone else who has no need to know.


This guidance also applies to the securities of other companies for which you receive information in the course of your employment at the Company.


II.

Be Timely and Accurate In All Public Reports


As a public company, the Company must be fair and accurate in all reports filed with the United States Securities and Exchange Commission.  Officers, directors and management of the Company are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.


Securities laws are vigorously enforced.  Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company.  There may also be sanctions against individual employees including substantial fines and prison sentences.


The principal executive officer and principal financial officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002.  Officers and directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.


6.

AVOID CONFLICTS OF INTEREST


Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company.  They should avoid any action that may involve, or may appear to involve, a material conflict of interest with the Company.  Officers, directors and employees should not have any material financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.

                                      

Here Are Some Ways A Conflict Of Interest Could Arise:


·

Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by the Company.


·

Acceptance of gifts, payment, or services from those seeking to do business with the Company.


·

Placement of business with a firm owned or controlled by an officer, director or employee or his/her family.

      

·

Ownership of, or substantial interest in, a company that is a competitor, client or supplier.

      

·

Acting as a consultant to the Company customer, client or supplier.



2




Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company.  Disclosure of any potential conflict is the key to remaining in full compliance with this policy.


7.

COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES


We must comply with the laws and regulations that pertain to the acquisition of goods and services.  We will compete fairly and ethically for all business opportunities.  In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.


If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and truthful.


8.

AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS


The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies.  Officers, directors and employees of the Company will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company's reputation.


9.

MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES


Business integrity is a key standard for the selection and retention of those who represent the Company. Agents, representatives and consultants must certify their willingness to comply with the Company’s policies and procedures and must never be retained to circumvent our values and principles.  Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.


10.

PROTECT PROPRIETARY INFORMATION


Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers and competitors may sometimes divulge to you information that is proprietary to their business.  Respect these confidences.


11.

OBTAIN AND USE COMPANY ASSETS WISELY


Personal use of Company property must always be in accordance with corporate policy.  Proper use of Company property, information resources, material, facilities and equipment is your responsibility.  Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management's permission.


12.

FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES


The Company encourages its employees to become involved in civic affairs and to participate in the political process.  Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time and at their own expense.  In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices-- this includes employees’ work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions.


13.

BOARD COMMITTEES


The Company shall establish an Audit Committee empowered to enforce this CODE OF ETHICS.  The Audit Committee will report to the Board of Directors at least once each year regarding the general effectiveness of the Company's CODE OF ETHICS, the Company’s controls and reporting procedures and the Company’s business conduct.



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14.

DISCIPLINARY MEASURES


The Company shall consistently enforce its CODE OF ETHICS and Business Conduct through appropriate means of discipline.  Violations of the Code shall be promptly reported to the Audit Committee.  Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.

                                       

The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.


Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as: (i) persons who fail to use reasonable care to detect a violation; (ii) persons who if requested to divulge information withhold material information regarding a violation; and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.




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Exhibit 23.1


SADLER, GIBB & ASSOCIATES, L.L.C.

Registered with the Public Company

Accounting Oversight Board


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Marketing Mobile Text, Inc.


As independent registered public accountants, we hereby consent to the use of our report dated November 22, 2011, with respect to the financial statements of Marketing Mobile Text, Inc., in its registration statement on Form S-1 relating to the registration of 6,000,000 shares of common stock. We also consent to the reference of our firm under the caption “interests of name experts and counsel” in the registration statement.


/s/ SADLER, GIBB AND ASSOCIATES, LLC

Salt Lake City, UT


December 20, 2011