UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
COMMISSION FILE NUMBER 0-52072
Marketing Acquisition Corporation
(Name of Issuer Specified in Its Charter)
Delaware 62-1299374
(State of Incorporation) (I.R.S. Employer Identification No.)
12890 Hilltop Road
Argyle, Texas 76226
(Address of Principal Executive Offices) (Zip Code)
(972) 233-0300
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12 (b) of the Exchange Act:
None
(Title of Class)
Securities registered under Section 12 (g) of the Exchange Act:
$.001 Par Value Common Stock
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No[]
As of August 25, 2008, 1,853,207 shares of the registrant's $.001 par
value common stock were outstanding.
The aggregate market value of the shares of common stock held by
non-affiliates of the registrant was $0.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company as
defined in Rule 12b-2. Yes [ X ] No [ ]
TABLE OF CONTENTS
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Page
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EXPLANATORY NOTE...............................................................1
PART II
CONTROLS AND PROCEDURES........................................................1
PART IV
EXHIBITS, FINANCIAL STATEMENT SCHEDULES........................................3
SIGNATURES.....................................................................4
INDEX TO EXHIBITS..........................................................IOE-1
ii
EXPLANATORY NOTE
This Amendment on Form 10-KSB/A (the "Amendment") amends the Annual
Report on Form 10-KSB (the "Original Annual Report") for the year ended December
31, 2007, which was originally filed with the Securities and Exchange Commission
(the "SEC") on February 8, 2008 and subsequently amended on August 13, 2008. We
are filing this second amendment in response to an additional comment letter
received from the SEC in connection with its review of our Original Annual
Report (the "Comment Letter"). We have modified Part II Item 8A(T), "Controls
and Procedures," in this Amendment in response to the Comment Letter to revise
management's annual report on internal control over financial reporting as set
forth in the first amendment to the Original Annual Report to state our
disclosure controls and procedures were not effective as a result of our
management's failure to provide its report in the Original Annual Report. In
addition, we are also including current Exhibits 31.1 and 31.2, the
certifications of our Chief Executive Officer and Chief Financial Officer
required by Regulation S-K Item 601(31)(i) as of the date of this Amendment.
Except as described above, no attempt has been made in this Amendment
to modify or update other disclosures presented in the Original Annual Report.
This Amendment does not reflect events occurring after the filing of the
Original Annual Report or modify or update those disclosures, including the
exhibits to the Original Annual Report affected by subsequent events.
Accordingly, this Amendment should be read in conjunction with our filings with
the SEC subsequent to the filing of the Original Annual Report, including any
amendments to those filings.
PART II
ITEM 8A(T). CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. Our management, under the supervision and
with the participation of our Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), has evaluated the effectiveness of our disclosure
controls and procedures as defined in Rules 13a-15 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end
of the period covered by this Annual Report. Based on such evaluation, our CEO
and CFO have concluded that, as of the end of the period covered by this Annual
Report, our disclosure controls and procedures were not effective as a result of
our failure to timely file Management's Annual Report on Internal Control over
Financial Reporting. Disclosure controls and procedures are controls and
procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms and include controls and procedures designed to ensure that information we
are required to disclose in such reports is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) of
the Exchange Act.
Internal control over financial reporting is defined under the Exchange Act as a
process designed by, or under the supervision of, our CEO and CFO and effected
by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:
o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations
of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.
-1-
Because of its inherent limitation, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluations of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate. Accordingly, even an effective
system of internal control over financial reporting will provide only reasonable
assurance with respect to financial statement preparation.
Our management, with the participation of our CEO and CFO, evaluated the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2007. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control - Integrated Framework. Based on this evaluation
and those criteria, our management, with the participation of our CEO and CFO,
concluded that, as of December 31, 2007, our internal control over financial
reporting was effective.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding our internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this Annual Report.
Changes in Internal Control over Financial Reporting. There have not been any
changes in our internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f)) that occurred during the fourth fiscal quarter of 2007 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
-2-
PART IV
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description of Exhibit
-------- --------------------------------------------------------------------
31.1* Certification of the Company's Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2* Certification of the Company's Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------
*Filed herewith
-3-
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act , the
Registrant has duly caused this Report to be signed on August 27, 2008 on its
behalf by the undersigned, thereto duly authorized.
Marketing Acquisition Corporation
By: /s/ Timothy P. Halter
-----------------------------------------------------------
Timothy P. Halter, Chairman, President, Chief Executive
Officer, Chief Financial Officer, Chief Accounting Officer
and Sole Director
In accordance with the Exchange Act , this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities
indicated on August 27, 2008.
By: /s/ Timothy P. Halter
-----------------------------------------------------------
Timothy P. Halter, Chairman, President, Chief Executive
Officer, Chief Financial Officer, Chief Accounting Officer
and Sole Director
-4-
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibit
-------- --------------------------------------------------------------------
31.1* Certification of the Company's Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2* Certification of the Company's Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------
*Filed herewith
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