UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended ~~December~~June 3130, ~~2011~~2012

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ______to _________.

Commission file number: 333-167077

FrogAds, Inc.

(Formerly Imobolis, Inc.)

(Exact name of registrant as specified in its charter)

Nevada		27-2028734
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

21820 Burbank Blvd., Suite 325

Woodland Hills, CA

91367

(Address of principal executive offices)

(Zip Code)

(310) 281-6094

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

The number of shares outstanding of the Registrant’s Common Stock on ~~February~~August 2117, 2012 was 90129,~~000~~166,~~000~~333.

FROGADS, INC.

(Formerly Imobolis, Inc.)

FORM 10-Q

INDEX		Page	~~Page~~
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3	2
	Condensed Balance Sheets as of December 31, 2011 (Unaudited) and March 31, 2011		2
	Condensed Balance Sheets as of June 30, 2012 (Unaudited) and March 31, 2012	3
	Condensed Statements of Operations for the Three and Nine Months ended December 31, 2011 and 2010 (Unaudited), and the period from July 1, 2011 (date of re-entry of development stage) to December 31, 2011 (Unaudited)		3
	Condensed Statements of Operations for the Three Months ended June 30, 2012 and 2011 (Unaudited), and the period from July 1, 2011 (date of re-entry of development stage) to June 30, 2012 (Unaudited)	4
	Condensed Statements of Cash Flows for the Nine Months ended December 31, 2011 and 2010 (unaudited), and the period from July 1, 2011 (inception) to December 31, 2011 (Unaudited)		4
	Condensed Statements of Cash Flows for the Three Months ended June 30, 2012 and 2011 (unaudited), and the period from July 1, 2011 (date of re-entry of development stage) to June 30, 2012 (Unaudited)	5
	Notes to the Condensed Financial Statements (Unaudited)	6	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19	21
Item 4.	Controls and Procedures	19	21
PART II. OTHER INFORMATION		20
Item 1.	Legal Proceedings	20	23
Item 1A.	Risk Factors	20	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20	23
Item 3.	Defaults Upon Senior Securities	20	23
Item 5.	Other Information	20	23
Item 6.	Exhibits	20	23
SIGNATURES		21	24

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

FROGADS, INC. (~~FORMERLY~~Formerly ~~IMOBOLIS~~Imobolis, ~~INC~~Inc.)

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	December 31,			March 31,
	June 30,			March 31,
	2011			2011
	2012			2012
ASSETS	(Unaudited)
Current assets:
Cash	$	~~27,578~~667		$	858,~~359~~815
Prepaid expenses		~~4,700~~867			638,~~623~~622
Deferred tax assets		17,686			-
Deposits		7,407			8,267
Total current assets		49,964			91,982
Income tax receivable		17,686			17,686
Property and equipment, net		8,333			9,926
Total current assets		26,627			73,390
Total assets	$	58,297		$	101,908
Property and equipment, net		7,271			7,802
Total assets	$	33,898		$	81,192
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	525,~~076~~709		$	412,~~434~~868
Accrued expenses		5040,~~861~~050			3444,~~781~~766
Convertible note payable, net of discount of $1,127		23,873			-
Convertible notes payable, net of discounts of $314,134 and $205,165, respectively		265,866			214,835
Current portion of notes payable		16,000			10,000
Notes payable		96,000			96,000
Total current liabilities		95427,~~810~~625			49368,~~215~~469
Notes payable		90,000			-
Total liabilities		185,810			49,215
Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-–			-–
Common stock, $0.001 par value, 200,000,000 shares authorized, 90,000,000 shares issued and outstanding		90,000			90,000
Common stock, $0.001 par value, 200,000,000 shares authorized, 99,833,000 shares issued and outstanding		99,833			90,500
Additional Paid in Capital		~~(67~~1,~~779~~168,347	)		~~(72~~307,~~000~~400	)
Retained earnings (deficit) prior to re-entry into development stage		(35,446	)		34,693
Accumulated (deficit) prior to re-entry into development stage		(35,446	)		(35,446	)
Accumulated deficit after re-entry into development stage		(114,288	)		-
Accumulated (deficit) during development stage		(1,626,461	)		(649,731	)
Total stockholders' equity (deficit)		(~~127~~393,~~513~~727	)		52(287,~~693~~277	)
Total liabilities and stockholders' equity (deficit)	$	5833,~~297~~898		$	~~101~~81,~~908~~192

See accompanying notes to financial statements.

FROGADS, INC. (~~FORMERLY~~Formerly ~~IMOBOLIS~~Imobolis, ~~INC~~Inc.)

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended						For the nine months ended						July 1, 2011
	For the three months						July 1, 2011
	December 31,						December 31,						(re-entry) to
	Ended June 30,						(re-entry) to
	2011			2010			2011			2010			December 31, 2011
	2012			2011			June 30, 2012
Revenue	$	~~130~~675		$	~~47,833~~–		$	~~130~~1,255		$	~~47,833~~		$	~~130~~
Operating expenses:
Advertising		991,~~888~~369			3817,~~859~~583			43531,~~806~~154			~~43,859~~			~~26,223~~
Depreciation		531			~~172~~531			12,~~593~~124			~~172~~			~~1,062~~
General and administrative		4799,~~764~~573			1438,~~359~~109			~~125~~266,~~167~~982			~~15,689~~			~~87,058~~
Professional fees		4613,~~000~~995			213,~~000~~717			28637,~~500~~678			~~17,500~~			~~14,783~~
Total operating expenses		62805,~~183~~468			5569,~~390~~940			~~199~~1,~~066~~437,938			~~77,220~~			~~129,126~~
Net operating (loss)		(62,053	)		(7,557	)		(198,936	)		(29,387	)		(128,996	)
Net operating loss		(804,793	)		(69,940	)		(1,436,683	)
Other (expense)
Interest expense		(171,937	)		(199	)		(207,464	)
Interest expense		(2,245	)		(426	)		(3,177	)		(527	)		(2,978	)
Net loss before provision for
Net (loss) before provision for income taxes		(64,298	)		(7,983	)		(202,113	)		(29,914	)		(131,974	)
income taxes		(976,730	)		(70,139	)		(1,644,147	)
Provision for income taxes		~~17,686~~–			-–			17,686			-			~~17,686~~
Net (loss)	$	(46,612	)	$	(7,983	)	$	(184,427	)	$	(29,914	)	$	(114,288	)
Net loss	$	(976,730	)	$	(70,139	)	$	(1,626,461	)
Weighted average number of common shares outstanding - basic and fully diluted		9095,~~000~~254,~~000~~758			90,000,000			~~90,000,000~~			~~90,000,000~~
Net (loss) per share - basic and fully diluted	$	-		$	-		$	-		$	-
Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.00	)

See accompanying notes to financial statements.

FROGADS, INC. (FORMERLY IMOBOLIS, INC.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended						July 1, 2011
	December 31,						(re-entry) to
	2011			2010			December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(184,427	)	$	(29,914	)	$	(114,288	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		1,593			172			1,062
Amortization of beneficial conversion feature		123			-			123
(Increase) decrease in assets:
Prepaid expenses		1,923			(2,106	)		1,945
Deferred tax assets		(17,686	)		-			(17,686	)
Increase (decrease) in liabilities:
Accounts payable		642			934			4,142
Accrued expenses		16,080			90			11,330
Accrued expenses, related party		-			437			-
Deferred revenues		-			75,167			-
Net cash used in operating activities		(181,752	)		44,780			(113,372	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(629	)		-
Net cash used in investing activities		-			(629	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		1,141			23,484			1,141
Repayments on related party loans		(1,141	)		(10,000	)		(1,141	)
Proceeds from convertible notes payable		25,000			-			25,000
Proceeds from notes payable		96,000			-			96,000
Contributed capital		2,971			-			2,971
Proceeds from sale of common stock, related party		-			12,418			-
Net cash provided by financing activities		123,971			25,902			123,971
NET CHANGE IN CASH		(57,781	)		70,053			10,599
CASH AT BEGINNING OF PERIOD		85,359			5,000			16,979
CASH AT END OF PERIOD	$	27,578		$	75,053		$	27,578
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Equipment purchased with note payable	$	-		$	(10,000	)

See accompanying notes to financial statements.

~~FrogAds~~ FROGADS, ~~Inc~~INC. (Formerly Imobolis, Inc.)

(A Development Stage Company)

~~Notes~~CONDENSED toSTATEMENTS ~~Condensed~~OF ~~Financial~~CASH ~~Statements~~FLOWS

(Unaudited)

	For the three months						July 1, 2011
	Ended June 30,						(re-entry) to
	2012			2011			June 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(976,730	)	$	(70,139	)	$	(1,626,461	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		531			531			2,124
Amortization of beneficial conversion feature		159,934			–			186,698
Common stock issued for services		550,000			–			695,000
(Increase) decrease in assets:
Prepaid expenses		37,755			(22	)		5,778
Deposits		860			–			(7,407	)
Income tax receivable		–			–			(17,686	)
Increase (decrease) in liabilities:
Accounts payable		12,841			(3,500	)		24,775
Accrued expenses		(3,339	)		4,750			1,896
Net cash used in operating activities		(218,148	)		(68,380	)		(735,283	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		210,000			–			630,000
Proceeds from notes payable		–			–			96,000
Repayment on notes payable		–			–			(10,000	)
Proceeds received from contributed capital		–			–			2,971
Net cash provided by financing activities		210,000			–			718,971

NET CHANGE IN CASH		(8,148	)		(68,380	)		(16,312	)

CASH AT BEGINNING OF YEAR		8,815			85,359			16,979

CASH AT END OF YEAR	$	667		$	16,979		$	667

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	–		$	–		$	–
Income taxes paid	$	–		$	–		$	–

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Discount on beneficial conversion feature of convertible debt	$	268,903		$	–
Conversion of debts	$	51,377		$	–

See accompanying notes to financial statements.

FrogAds, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 1 – Nature of Business and Basis of Presentation

Nature of Business

FrogAds, Inc. (~~Formerly Imobolis, Inc.) (~~“The Company”) was formed in the state of Nevada on February 11, 2010 to establish an internet bulletin board site whereby visitors can list items for sale or trade, read news articles, or find service providers. FrogAds expects to generate a large inventory of classified ads. The listings are free to the seller and buyer, however, FrogAds sells “advertisements’ or “banner ads” on its internet site directed toward internet users and vehicle buyers. The Company generates its corporate revenue from the sale of such advertisements.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. The Company follows the same accounting policies in the preparation of interim reports.

The Company has adopted a fiscal year end of March 31^st.

Development Stage Company

The Company is currently considered a development stage company. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts. The Company was considered a development stage company from inception until it commenced operations that resulted in the recognition of revenues beginning on November 26, 2010. At that time the Company exited the development stage, but has re-entered the development stage on July 1, 2011 due to uncertainties with respect to our ability to generate future revenues.

Basis of Presentation

The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.

These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, ~~2011~~2012 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Recent Accounting Pronouncements

In ~~September~~December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~No.~~ 2011-0812, ~~Intangibles~~“Deferral –of ~~Goodwill~~the ~~and~~Effective ~~Other~~Date ~~(Topic 350): Testing Goodwill~~ for ~~Impairment.~~Amendments ~~The guidance in ASU 2011-08 is intended~~ to ~~reduce complexity and costs by allowing an entity~~ the ~~option~~Presentation ~~to make a qualitative evaluation about the likelihood~~ of ~~goodwill~~Reclassifications ~~impairment to determine whether it should calculate the fair value~~ of aItems ~~reporting~~out ~~unit. The amendments also improve previous guidance by expanding upon the examples~~ of ~~events~~Accumulated ~~and~~Other ~~circumstances~~Comprehensive ~~that~~Income ~~an entity should consider between annual impairment tests~~ in ~~determining~~Accounting ~~whether~~Standards itUpdate ~~is more likely than not that the fair value of a reporting unit is less than its carrying amount~~No. 2011-05. ~~Also,~~This ~~the~~update ~~amendments~~defers ~~improve~~ the ~~examples~~requirement ofto ~~events~~present ~~and~~items ~~circumstances~~ that anare ~~entity~~reclassified ~~having~~from aaccumulated ~~reporting~~other ~~unit~~comprehensive ~~with~~income to anet ~~zero~~income ~~or negative carrying amount should consider~~ in ~~determining~~both ~~whether to measure an impairment loss, if any, under~~ the ~~second~~statement ~~step~~ of ~~the~~income ~~goodwill~~where ~~impairment~~net ~~test.~~income ~~The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption~~ is ~~permitted,~~presented ~~including for annual~~ and ~~interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for~~ the ~~most~~statement ~~recent~~where ~~annual~~other orcomprehensive ~~interim~~income is ~~period have not yet been issued~~presented. The adoption of ~~this~~ASU ~~guidance~~2011-12 is not expected to have a material impact on ~~the~~our ~~Company’s~~ financial position or results of operations.

In ~~June~~December 2011, the FASB issued ASU No. 2011-~~05,~~11 “~~Comprehensive~~Balance ~~Income~~Sheet: ~~(Topic~~Disclosures ~~220):~~about ~~Presentation~~Offsetting ofAssets ~~Comprehensive~~and ~~Income~~Liabilities”, ~~which is effective for annual reporting periods beginning after December 15, 2011.~~ (“ASU 2011-0511”). ~~will~~This ~~become~~Update requires ~~effective~~an ~~for~~entity ~~the~~to ~~Company~~disclose oninformation ~~April~~about 1,offsetting ~~2012.~~and ~~This~~related ~~guidance~~arrangements ~~eliminates the option~~ to ~~present~~enable ~~the~~users ~~components~~ of ~~other~~its ~~comprehensive~~financial ~~income~~statements to asunderstand ~~part of~~ the ~~statement~~effect of ~~changes~~those inarrangements ~~stockholders’~~on ~~equity.~~its Infinancial ~~addition,~~position. ~~items~~The objective of ~~other~~this ~~comprehensive~~disclosure ~~income~~is ~~that are reclassified~~ to ~~profit~~facilitate orcomparison between ~~loss~~those ~~are~~entities ~~required~~that toprepare betheir ~~presented~~financial ~~separately~~statements on the ~~face~~basis of ~~the~~U.S. ~~financial~~GAAP ~~statements.~~and ~~This~~those ~~guidance~~entities isthat ~~intended~~prepare totheir financial ~~increase~~statements on the ~~prominence~~basis of ~~other~~IFRS. ~~comprehensive~~The ~~income~~amended inguidance ~~financial~~is ~~statements~~effective byfor ~~requiring~~annual ~~that~~reporting ~~such~~periods ~~amounts~~beginning beon ~~presented~~or ~~either~~after January in1, a2013, ~~single~~and ~~continuous~~interim ~~statement~~periods ofwithin ~~income~~those ~~and~~annual ~~comprehensive~~periods. ~~income~~The orCompany ~~separately~~is incurrently ~~consecutive~~evaluating ~~statements~~the ofimpact, ~~income~~if ~~and~~any, ~~comprehensive~~that the ~~income. The~~ adoption of ~~ASU~~this ~~2011-05~~pronouncement ismay ~~not expected to~~ have ~~a material impact~~ on ~~our~~its ~~financial position or~~ results of operations or financial position.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on April 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

FrogAds, Inc. (~~Formerly~~A ~~Imobolis,~~Development ~~Inc.~~Stage Company) Notes to Condensed Financial Statements(Unaudited)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU 2010-13, "Compensation—Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging Issues Task Force)" (“ASU 2010-13”). ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has incurred net losses of $~~184~~976,~~427~~730 and $2970,~~914~~139 for the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012, and ~~2010~~2011, respectively, and has ~~retained~~an ~~earnings~~accumulated (deficit) of ~~($149~~1,~~734)~~661,907 and $34685,~~693~~ 177 at ~~December~~June 3130, ~~2011 and March 31, 2011, respectively~~2012. Also, the Company’s current liabilities exceed its current assets by $45400,~~846~~998 as of ~~December~~June 3130, 2012 and 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Related Party

On January 1, 2011, the Company entered into an employment agreement with the Company’s founder and CEO, Julian Spitari. The initial term of the agreement covers fifteen months, until March 31, 2012. ~~Thereafter~~This ~~the~~contract ~~agreement~~was isamended ~~automatically~~on ~~renewable~~April ~~for~~1, ~~one~~2012 ~~year~~to ~~terms~~increase ~~until~~the ~~terminated by either party. The employment agreement calls of an~~ annual base salary ofto $~~120~~180,000, with a three percent (3%) annual increase upon renewal. The agreement is automatically renewable for one year terms until terminated by either party.

On February 14, 2010, the Company issued 90,000,000 founder’s shares, as adjusted to reflect a 5:1 stock split on October 14, 2011, at the par value of $0.001 in exchange for a stock subscription receivable of $18,000. The Company subsequently received proceeds of $5,582 on March 18, 2010, and the remaining $12,418 was received between May 27, 2010 and June 22, 2010.

From time to time the Company’s founder and CEO, Julian Spitari has advanced short term loans to the Company to fund operations. During the nine months ended December 31, 2011, Mr. Spitari advanced a total of $1,141 to the Company, which was repaid in full prior to December 31, 2011. The principal balances of the short term loans were $-0- and $-0- at December 31, 2011 and March 31, 2011, respectively.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 4 – Fair Value of Financial Instruments

The Company adopted FASB ASC 820-10 upon inception at February 11, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

FrogAds, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2012 and March 31, 2012

Fair Value Measurements at June 30, 2012

Level 1

Level 2

Level 13

Assets

None

–

Total assets

–

Liabilities

Convertible notes payable

–

265,866

Total liabilities

–

265,866

–

(265,866

)

Fair Value Measurements at March 31, 2012

Level 1

Level 2

Level 1

Assets

None

–

Total assets

–

Liabilities

Convertible notes payable

–

214,835

Total liabilities

–

214,835

–

(214,835

)

Note 5 – Property and Equipment

Property and Equipment consists of the following:

	December 31,				March 31,
		June 30,				March 31,
	2011				2011
		2012				2012
Computer equipment		$	10,629			$	10,629
Less accumulated depreciation			(23,~~296~~358	)			(~~703~~2,827	)
		$	87,~~333~~271			$	97,~~926~~802

Depreciation ~~and amortization~~ expense totaled $~~1,593~~531 and $~~172~~ 531 for the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~2012, and ~~2010~~2011, respectively.

FrogAds, Inc. (Formerly Imobolis, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

Note 6 – Accrued Expenses

As of ~~December~~June 3130, ~~2011~~2012 and March 31, ~~2011~~ 2012 accrued expenses included the following:

	December 31,		March 31,
	June 30,		March 31,
	2011		2011
	2012		2012
Accrued Payroll, Officers	$	152,~~003~~308	$	141,~~638~~200
Accrued Payroll Taxes		14,831		2,170
Accrued Payroll, Office		1,200		–
Accrued Interest		3,341		287
Accrued Payroll Taxes		–		17,650
Accrued Interest		18,856		8,230
Accrued Income Taxes		17,686		17,686
	$	5040,~~861~~050	$	3444,~~781~~766

~~Note 7 – Due to Officer, Related Parties~~8

~~Officer~~FrogAds, ~~loan~~Inc.(A ~~consists~~Development ofStage ~~the~~Company) ~~following~~Notes atto ~~December~~Condensed ~~31,~~Financial ~~2011 and March 31, 2011, respectively:~~Statements(Unaudited)

	December 31,		March 31,
	2011		2011
Unsecured promissory note to Julian Spitari, founder and CEO, carries an 8% interest rate, due on demand	$	-	$	-

Note 7 – Convertible Notes Payable

~~The~~Note ~~Company’s~~payable ~~founder~~consists ~~and~~of ~~CEO, Julian Spitari has advanced loans to~~ the ~~Company~~following at toJune ~~fund operations totaling $1~~30,~~141~~ ~~and~~2012 ~~$23,484 for the nine months ended December 31, 2011~~ and ~~the fiscal year ended~~ March 31, ~~2011~~2012, respectively~~. These short term loans were subsequently repaid in full prior to each corresponding balance sheet date.~~:

The Company recorded interest expense in the amount of $-0- and $437 related to the officer loans for the nine months ended December 31, 2011 and December 31, 2010, respectively.

	June 30,		March 31,
	2012		2012

Unsecured convertible promissory note, carries an 8% interest rate, matures on December 29, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.	$	5,000	$	–

Unsecured convertible promissory note, carries an 8% interest rate, matures on December 18, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		10,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on December 8, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		15,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on November 25, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		10,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on November 25, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		15,000		–


Unsecured convertible promissory note, carries an 8% interest rate, matures on October 30, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		25,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on October 25, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		50,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on October 17, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		25,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on October 13, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		25,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on October 2, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		30,000		–

Unsecured convertible promissory note, carries an 8% interest rate, matures on September 29, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		25,000

~~Note 8 – Convertible Note Payable~~9

~~Convertible~~FrogAds, ~~Note~~Inc.(A ~~payable~~Development ~~consists~~Stage ofCompany) ~~the~~Notes ~~following~~to atCondensed ~~December~~Financial ~~31, 2011 and March 31, 2011, respectively:~~Statements(Unaudited)

	December 31,			March 31,
Unsecured convertible promissory note, carries an 8% interest rate, matures on September 23, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		30,000			30,000
	2011			2011
Unsecured convertible promissory note, carries an 8% interest rate, matures on September 23, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		30,000			30,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on November 18, 2012, convertible into common stock at $0.20 per share at the holders discretion	$	25,000		$	-
Unsecured convertible promissory note, carries an 8% interest rate, matures on September 17, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		30,000			30,000
Less unamortized discount on beneficial conversion feature		(1,127	)		-
Unsecured convertible promissory note, carries an 8% interest rate, matures on August 24, 2012, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.05 per share. The fixed conversion price component was amended to $0.006 per share on May 22, 2012. All other terms remain unchanged.		35,000			35,000
Convertible note payable	$	23,873		$	-
Unsecured convertible promissory note, carries an 8% interest rate, matures on February 12, 2013 convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.		80,000			80,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on February 1, 2013, convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.		100,000			100,000
Unsecured convertible promissory note, carries an 8% interest rate, matures on January 25, 2013, convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.		15,000			15,000

FrogAds, Inc. (~~Formerly~~A ~~Imobolis,~~Development ~~Inc.~~Stage Company) Notes to Condensed Financial Statements(Unaudited)

(A Development Stage Company)


Unsecured convertible promissory note, carries an 8% interest rate, matures on January 22, 2013, convertible into common stock at $0.20 per share at the holder’s discretion. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater		25,000		25,000

Unsecured convertible promissory note, carries an 8% interest rate, matures on January 10, 2013 convertible into common stock at $0.20 per share at the holder’s discretion. The debt and accrued interest was converted into 2,025,974 shares of common stock on June 1, 2012. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.		–		25,000

Unsecured convertible promissory note, carries an 8% interest rate, matures on November 16, 2012, convertible into common stock at $0.20 per share at the holder’s discretion. The debt and accrued interest was converted into 2,307,026 shares of common stock on June 1, 2012. The conversion terms were amended on May 22, 2012 to be convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.006 whichever is greater.		–		25,000
	$	580,000	$	420,000
Less unamortized discount on beneficial conversion feature		314,134		205,165
	$	265,866	$	214,835

Notes to Condensed Financial Statements

(Unaudited)

In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debt by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.

The aforementioned accounting treatment resulted in a total debt discount equal to $1500,~~250~~832. The discount is amortized from the dates of issuance until the stated redemption date of the debt, consisting of either six months or one year.

~~According~~During tothe three months ended June 30, 2012 and 2011, the ~~terms~~Company ofrecorded financial expenses in the ~~Convertible~~amount ~~Promissory~~of ~~Note~~$159,934 and $-0-, respectively, attributed to the ~~number~~amortization of ~~shares~~the ~~that~~aforementioned ~~would~~debt bediscount. ~~received~~Of ~~upon~~these ~~conversion~~amounts, $6,820 and $-0- was ~~126,205~~accelerated due to conversions of the underlying debts into shares of common stock atfor ~~December~~the 31three months ended June 30, 2012 and 2011, respectively.

~~During~~The ~~the nine months ended December 31, 2011 and 2010, the~~ Company recorded ~~financial~~interest ~~expenses~~expense in the amount of $~~123~~10,322 and $-0-, ~~respectively,~~related ~~attributed~~ to the ~~amortization~~convertible ofnotes payable for the ~~aforementioned~~three ~~debt~~months ~~discount~~ended June 31, 2012, and 2011, respectively.

~~The~~Note ~~Company~~8 ~~recorded~~– ~~interest~~Notes ~~expense in the amount of $241 and $-0- related to the note payable for the nine months ended December 31, 2011 and December 31, 2010, respectively.~~Payable

~~Note~~Notes 9payable –consists ~~Notes~~of ~~Payable~~the following at June 30, 2012 and March 31, 2012, respectively:

Notes payable consists of the following at December 31, 2011 and March 31, 2011, respectively:

	June 30,			March 31,
	2012			2012

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on December 29, 2012		6,000			6,000

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on February 12, 2013		45,000			45,000

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on March 22, 2013		25,000			25,000

Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on March 31, 2013		20,000			20,000

Total notes payable		96,000			96,000
Less current portion of long term debts		(96,000	)		(96,000	)
Total long term portion of notes payable	$	–		$	–

	December 31,			March 31,
	2011			2011
Unsecured promissory note, carries an 8% interest rate, due on demand	$	10,000		$	10,000
Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on December 29, 2012		6,000			-
Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on February 12, 2013		45,000			-
Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on March 22, 2013		25,000			-
Unsecured promissory note, carries a 7% interest rate, payable on the first day of January and the first day of June each year until repaid, matures on March 31, 2013		20,000			-
Total notes payable		106,000			10,000
Less current portion of long term debts		(16,000	)		(10,000	)
Total long term portion of notes payable	$	90,000		$	-

FrogAds, Inc. (~~Formerly~~A ~~Imobolis,~~Development ~~Inc.~~Stage Company) Notes to Condensed Financial Statements(Unaudited)

(AThe ~~Development~~Company ~~Stage~~recorded ~~Company)~~interest expense in the amount of $1,681 and $199 related to the notes payable for the three months ended June 30, 2012 and 2011, respectively.

~~Notes~~Note to9 ~~Condensed~~– ~~Financial~~Changes ~~Statements~~in Stockholders’ Equity (Deficit)

(Unaudited)

The Company recorded interest expense in the amount of $2,813 and $-0- related to the notes payable for the nine months ended December 31, 2011 and December 31, 2010, respectively.

Note 10 – Changes in Stockholders’ Equity (Deficit)

The Company has authorized 200,000,000 shares of common stock, and 10,000,000 shares of preferred stock.

Common Stock

On June 2, 2012, the Company issued 2,307,026 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $26,000, which consisted of $25,000 of principal and $1,000 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

On June 1, 2012, the Company issued 2,025,974 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $25,377, which consisted of $25,000 of principal and $377 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

On May 1, 2012, the Company granted 4,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $110,000 based on the closing price of the Company’s common stock on the date of grant.

On May 1, 2012, the Company granted 1,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $440,000 based on the closing price of the Company’s common stock on the date of grant.

On January 31, 2012, the Company granted 500,000 shares of restricted common stock for advertising services. The fair value of the common stock was $145,000 based on the closing price of the Company’s common stock on the date of grant.

On October 7, 2011 the Board of Directors approved a 5:1 stock split effective October 14, 2011 and increased the number of shares of common stock authorized from 90,000,000 to 200,000,000. The resulting stock split increased the Company’s issued and outstanding shares from 18,000,000 to 90,000,000 shares. The common stock split has been applied retrospectively as presented in these interim financial statements.

On February 14, 2010, the Company issued 90,000,000 founder’s shares, as adjusted to reflect the 5:1 stock split on October 14, 2011, at the par value of $0.001 in exchange for proceeds of $18,000.

Note 1110 – ~~Concentrations~~Income ~~in Sales to a Few Customers~~Taxes

The largest five customers accounted for 100% of revenues for the year ended March 31, 2011, and were related to each other. An adverse change in the Company’s relationship with these customers could negatively affect the Company’s revenues and their results of operations.

Note 12 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

For the ~~nine~~three months ended ~~December~~June 3130, ~~2011~~ 2012 and the year ended March 31, ~~2011~~2012, respectively, the Company produced net operating ~~income (~~losses) before provision for income taxes of $~~(202~~976,~~113)~~730, and $52719,~~961~~870 respectively, accordingly, a provision for income taxes of $-0- and $17,686 has been recorded at ~~December~~June 3130, 2012 ~~2011~~ and March 31, ~~2011~~2012, respectively. The Company had approximately $~~197~~1,527,000 ~~and $-0-~~ of federal and state net operating loss carry forwards at ~~December~~June 3130, ~~2011 and March 31, 2011, respectively~~2012. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.

FrogAds, Inc. (~~Formerly~~A ~~Imobolis,~~Development ~~Inc.~~Stage Company) Notes to Condensed Financial Statements(Unaudited)

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

The federal and state income tax provision (benefit) is summarized as follows:

	December 31,			March 31,
	June 30,			March 31,
	2011			2011
	2012			2012
Current:
Federal income tax	$	-–		$	(10,081	)
State income tax		-–			(7,605	)
	$	-–		$	(17,686	)
Deferred tax assets, net operating loss carry forwards:
Federal income tax	$	51397,~~000~~020		$	-243,422
State income tax		18137,~~000~~430			-56,423
Less: valuation allowance		(51,314	)		-
		534,450			299,845
Net deferred tax assets	$	17,686		$	-
Less: Income tax receivable		–			(17,686	)
Less: Valuation allowance		(534,450	)		(282,159	)
Net deferred tax assets	$	–		$	–

Based on the available objective evidence, including the Company’s ~~history~~taxable ofincome ~~its~~during ~~losses~~the three months ended June 30, 2012, management believes it is more likely than not that the net deferred tax assets will ~~not~~ be fully realizable. ~~Accordingly,~~through the ~~Company~~use ~~provided for a valuation allowance against a portion~~ of ~~its~~NOL ~~net~~carryback ~~deferred tax assets at December 31, 2011~~provisions. The Company has recognized a deferred tax asset as of December 31, 2011 of $17,686 related to the portion of the net operating loss that can be carried back to recover the federal and state tax liabilities recognized from the fiscal year ended March 31, 2011. An allowance of $51,314 has been recognized to offset the remaining net operating loss carry forward that is more likely than not to not be fully realizable.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

		December 31,			March 31,
	June 30,		March 31,
		2011			2011
	2012		2012
Federal and state statutory rate	35%		35%			~~35%~~
Change in valuation allowance on deferred tax assets	(35%)		(35%)	)		~~(35%~~	)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions as of any date on or before December 31, 2011.

Note 12 – Subsequent Events

Amendment to Articles of Incorporation

On July 25, 2012, a closely held voting majority of the shareholders approved an amendment to the Company’s Articles of Incorporation which increased the number of authorized shares of common stock from 200,000,000 shares to 900,000,000 shares of its $0.001 par value common stock.

Convertible Promissory Notes

On July 10, 2012, the Company received proceeds of $30,000 in exchange for an unsecured convertible promissory note, which carries an 8% interest rate, matures on January 10, 2013, convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.006 per share.

On July 12, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $5,000, which carries an 8% interest rate, matures on January 12, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.006 per share.

On July 20, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $15,000, which carries an 8% interest rate, matures on January 12, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.006 per share.

FrogAds, Inc. (~~Formerly~~A ~~Imobolis,~~Development ~~Inc.~~Stage Company) Notes to Condensed Financial Statements(Unaudited)

(AOn ~~Development~~August ~~Stage~~6, 2012 the Company issued an unsecured convertible promissory note, for proceeds of $20,000, which carries an 8% interest rate, matures on February 7, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to the conversion date, or $0.001 per share.

~~Notes~~On August 6, 2012 the Company issued another unsecured convertible promissory note, for proceeds of $20,000, which carries an 8% interest rate, matures on February 7, 2013, and is convertible at the holder’s discretion into the greater of 55% of the average of the lowest three (3) trading prices over the ten (10) day trading period prior to ~~Condensed~~the ~~Financial~~conversion ~~Statements~~date, or $0.001 per share.

~~(Unaudited)~~Common Stock Issuances

~~Note~~On August 13, –2012, ~~Subsequent~~the ~~Events~~Company issued 1,500,000 shares of common stock pursuant to a debt holder’s request to convert $1,500 of principal on an original $20,000 convertible note. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.

On ~~January~~August 117, 2012, the Company issued an5,000,000 shares ~~unsecured~~of ~~convertible~~common ~~promissory~~stock ~~note,~~pursuant ~~for~~to ~~proceeds~~a ofdebt holder’s request to convert $255,000, ~~which~~of ~~carries~~principal on an 8%original ~~interest rate~~$20,000 ~~matures~~convertible note. onThe ~~January~~note ~~10,~~was ~~2013,~~converted ~~and~~in isaccordance ~~convertible~~with ~~into~~the ~~stock~~conversion atterms, ~~$0.20~~therefore ~~per~~no ~~share~~gain ator ~~holder’s~~loss ~~discretion~~has been recorded.

On ~~January~~August 237, 2012, the Company issued ananother 5,000,000 ~~unsecured~~shares ~~convertible~~of ~~promissory~~common ~~note,~~stock ~~for~~pursuant ~~proceeds~~to ofanother debt holder’s request to convert $255,000, ~~which~~of ~~carries~~principal on an 8%original $20,000 ~~interest~~convertible ~~rate,~~note. ~~matures~~The onnote ~~January~~was ~~22,~~converted ~~2013,~~in ~~and~~accordance iswith ~~convertible~~the ~~into~~conversion ~~stock~~terms, attherefore ~~$0.20~~no ~~per~~gain ~~share~~or atloss ~~holder’s~~has ~~discretion~~been recorded.

On ~~January~~July 2630, 2012, the Company issued an5,000,000 shares ~~unsecured~~of ~~convertible~~common ~~promissory~~stock ~~note,~~pursuant ~~for~~to ~~proceeds~~a ofdebt holder’s request to convert $155,000, ~~which~~of ~~carries~~principal on an 8%original ~~interest rate~~$20,000 ~~matures~~convertible note. onThe ~~January~~note ~~25,~~was ~~2013,~~converted ~~and~~in isaccordance ~~convertible~~with ~~into~~the ~~stock~~conversion atterms, ~~$0.20~~therefore ~~per~~no ~~share~~gain ator ~~holder’s~~loss ~~discretion~~has been recorded.

On ~~February~~July 230, 2012, the Company issued an4,000,000 shares ~~unsecured~~of ~~convertible~~common ~~promissory~~stock ~~note,~~pursuant ~~for~~to ~~proceeds~~a ofdebt holder’s request to convert $~~100~~4,000, ~~which~~of ~~carries~~principal on an 8%original ~~interest rate~~$20,000 ~~matures~~convertible note. onThe ~~February~~note 1,was ~~2013,~~converted ~~and~~in isaccordance ~~convertible~~with ~~into~~the ~~preferred~~conversion ~~stock~~terms, attherefore ~~$0.20~~no ~~per~~gain ~~share~~or atloss ~~the~~has ~~holder’s~~been ~~discretion~~recorded.

On ~~February~~July 1319, 2012, the Company issued an8,333,333 shares ~~unsecured~~of ~~convertible~~common ~~promissory~~stock ~~note,~~pursuant ~~for~~to ~~proceeds~~a ofdebt ~~$80,000,~~holder’s ~~which~~request ~~carries~~to anconvert $8~~% interest rate~~,333 ~~matures~~of principal on ~~February~~a ~~12,~~convertible ~~2013,~~note. ~~and~~The isnote was ~~convertible~~converted ~~into~~in ~~preferred~~accordance ~~stock~~with atthe ~~$0.20~~conversion ~~per~~terms, ~~share~~therefore atno ~~the~~gain ~~holder’s~~or ~~discretion~~loss has been recorded.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS

On one or more occasions, we may make forward-looking statements in this Quarterly Report on Form 10-Q regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” or similar expressions identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in our Annual Report on Form 10-K. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent annual and periodic reports filed with the Securities and Exchange Commission on Forms S-1, 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.

Unless the context requires otherwise, references to “we,” “us,” “our,” and the “Company” refer specifically to FrogAds Inc. ~~(previously known as Imobolis, Inc).~~

OVERVIEW AND OUTLOOK

FrogAds was formed in the state of Nevada on February 11, 2010 to establish an internet bulletin board site whereby visitors can list items for sale or trade, read news articles, or find service providers. FrogAds expects to generate a large inventory of classified ads. On November 26, 2010 we purchased a software platform which gave the company the ability to offer online posting of classified ads free to the public, where you can find automobiles, boats, jobs and services of all kinds. We are offering free online classified ads that we believe is redefining the way consumers buy and sell products and services. For consumers, the goal is to provide the most effective and economical posting of classified ads. Consumers can post classified ads for free on the FrogAds.com website for products and services. Consumers can also view all posted classified ads at no charge. Companies pay to post banner advertisements on the website. We expect to generate a large inventory of product and service ads over the next year. The listings are free to the seller and buyer, however, we sell “advertisements’ or “banner ads” on our internet site directed towards the internet users. We generate our revenue from the sale of such advertisements. On October 12, 2011 we changed our name to FrogAds, Inc. as it more accurately reflects the business operations of the company.

We are a development stage company with a limited history of operations. We plan to market FrogAds through a combination of direct sales, referrals and networking within the industry. Our first revenues were earned on November 26, 2010 with the first sale of banner ads. From November 26, 2010 through March 31, 2011 we generated a total of $248,000 of revenues through the sale of banner ads to a total of five advertisers; (Barclay, GregLoring, Kiwibox, AquilaVision Corporation, and RSTECHNIK). The banner ads ran for thirty days each under our standard contractual agreements.

Over the next twelve months, we plan to build our reputation and develop a network in the internet based bulletin board service which will provide free listings of products and services for sale to the general public thereby attracting new advertisers to the bulletin board.

Management feels the Company’s continuation as a going concern depends upon its ability to obtain additional sources of capital and financing. Specifically, management intends to raise additional permanent capital through debt instruments such as bank loans, or private financing. The goal of this effort is to provide working capital for the next year. Our twelve month operating plan is dependent on raising additional permanent capital through debt instruments such as bank loans, or private financing ~~in the amount of $175,000~~. Presently we do not have any existing sources or plans for financing.

Results of Operations for the Three Months Ended ~~December~~June 3130, 2012 ~~2011~~ and ~~2010~~2011:

For the three

months ended

Increase /

December 31, 2011

December 31, 2010

(Decrease)

June 30, 2012

June 30, 2011

(Decrease)

Revenue

~~130~~675

~~47,833~~–

~~(47,703~~675

)

Operating expenses:

Advertising

991,~~888~~369

3817,~~859~~583

~~(28~~73,~~971~~786

)

Depreciation

531

~~172~~531

~~359~~–

General and administrative

4799,~~764~~573

1438,~~359~~109

3361,~~405~~464

Professional fees

4613,~~000~~995

213,~~000~~717

2600,~~000~~278

Total operating expenses

62805,~~183~~468

5569,~~390~~940

6735,~~793~~528

Net operating loss

(62804,~~053~~793

)

(769,~~557~~940

)

(54734,~~496~~853

)

Interest expense

(2171,~~245~~937

)

(~~426~~199

)

(1171,~~819~~738

)

Net loss before provision for income taxes

(64976,~~298~~730

)

(770,~~983~~139

)

(56906,~~315~~591

)

Provision for income taxes

~~17,686~~–

-–

~~17,686~~–

Net loss

(46976,~~612~~730

)

(770,~~983~~139

)

(38906,~~629~~591

)

Revenues:

For the three months ended ~~December~~June ~~31,~~30 ~~2011~~ 2012 and ~~2010~~2011, we received revenues of $~~130~~675 and $47-0-,~~833,~~ respectively, from selling banner ads on our website. This represents a decrease of $~~47,703~~675 or 100%. The ~~decrease~~increase was a result of the receipt of ~~significant~~ advertising revenues recognized during the three months ended ~~December 31~~June 30, ~~2010~~2012 that were not realized during the comparative three months ended ~~December~~June 3130, 2011. As a result of our ~~decreased~~lack of revenues we re-entered the development stage on July 1, 2011.

Advertising:

Advertising expenses were $991,~~888~~369 for the three months ended ~~December~~June 3130, ~~2011~~2012 compared to $3817,~~859~~583 for the three months ended ~~December~~June 3130, ~~2010~~2011, aan ~~decrease~~increase of $2873,~~971~~786 or 74420%. Our advertising expenses consisted primarily of costs associated with marketing our Company through television and internet advertising, as well as, local advertising campaigns utilizing automobile graphics. The ~~decrease~~increase was due to aan ~~reduction~~increase in advertising spending in the three months ended ~~December~~June 3130, ~~2011~~2012 compared to the three months ended ~~December~~June 3130, ~~2010~~2011 as the resources were unavailable at that time. We have begun to increase our advertising focus and anticipate increased advertising expenses in the future.

Depreciation:

Depreciation expenses for the three months ended ~~December~~June 3130, ~~2011~~2012 and ~~the~~2011 ~~three months ended December 31, 2010~~ was $531 and $~~172~~531 respectively, representing an increase of $~~359~~0 or ~~208~~0%. ~~The~~Depreciation ~~increase~~ was athe ~~result~~same offor both ~~purchasing~~periods ~~assets~~as ~~with~~there ~~which~~were tono ~~operate~~new ~~our~~assets ~~business~~put ~~and~~into ~~generate~~service ~~revenues~~ and ~~subsequently~~the ~~depreciating those~~ assets asare ~~they~~not ~~were~~yet ~~put~~fully ~~into service~~depreciated.

16General and Administrative:

General and ~~Administrative:~~administrative expenses for the three months ended June 30, 2012 and 2011 was $99,573 and $38,109 respectively, representing an increase of $61,464 or 161%. The increase in general and administrative expenses consisted primarily of compensation to employees, rent and other costs associated with opening additional offices during the three months ended June 30, 2012 that were not present during the comparative three months ended June 30, 2011. Officer compensation also increased from $30,000 per quarter until April 1, 2012 when it increases to $45,000 per quarter, or $180,000 on an annualized basis.

General and administrative expenses for the three months ended December 31, 2011 and the three months ended December 31, 2010 was $47,764 and $14,359 respectively, representing an increase of $33,405 or 233%. The increase in general and administrative expenses consisted primarily of officer compensation earned during the three months ended December 31, 2011 that were not earned during the comparative three months ended December 31, 2010. Officer compensation is $30,000 per quarter until April 1, 2012 when it increases to $30,900 per quarter, or $123,600 on an annualized basis.16

Professional Fees:

Professional fees for the three months ended ~~December~~June 3130, ~~2011~~2012 and ~~the~~2011 ~~three months ended December 31, 2010~~ was $4613,~~000~~995 and $213,~~000~~717 respectively, representing an increase of $2600,~~000~~278 or ~~100~~4,376%. The increase was primarily due to professional fees related to ~~our~~consulting ~~year-end~~agreements ~~audit and reporting requirements~~ that were not incurred during the three months ended ~~December 31~~June 30, ~~2010 as we progressed through our initial S-1 filing with the Securities and Exchange Commission (SEC)~~2011.

Net Operating Loss:

Net operating loss for the three months ended ~~December~~June 3130, ~~2011~~2012 was $62804,~~053~~793 compared to a net operating loss of $769,~~557~~940 for the three months ended ~~December~~June 3130, ~~2010~~2011, an increase of $54734,~~496~~853, or ~~721~~1,051%. Net operating loss increased primarily as a result of our ~~diminished~~consulting ~~revenues~~agreements and the ~~establishment~~opening of ~~officer compensation of $10,000 per month during the three months ended December 31, 2011 that were not realized during the comparative three months ended December 31, 2010~~additional offices.

Total Other Expense:

Total other expense was $2171,~~245~~937 for the three months ended ~~December~~June 3130, ~~2011~~2012 compared to $~~426~~199 for three months ended ~~December~~June 3130, ~~2010~~2011, an increase of $1171,~~819~~738, or ~~427~~86,301%. The increase in total other expense was due to interest expenses incurred on additional promissory notes payable that were present during the three months ended ~~December~~June 3130, ~~2011~~2012 that were not present in the comparative three month period ended ~~December~~June 3130, ~~2010~~2011.

Net (Loss~~) before Provision for Taxes~~:

~~For~~The net loss for the three months ended June ~~December 31~~30, ~~2011~~2012 ~~and~~was ~~2010~~$976,730, ~~our~~compared to a net (loss) ~~before~~of ~~provision~~$70,139 for ~~taxes~~the ~~was~~three ~~$64,298~~months ~~and~~ended $7June 30,~~983~~ 2011, ~~respectively.~~an ~~The~~increased ~~increase~~net ofloss of $56906,~~315~~591, or ~~705%~~1,293%. ~~was~~Net loss increased primarily as a result of our ~~diminished~~consulting ~~revenues~~agreements, ~~and~~ the establishment of ~~officer~~additional ~~compensation of $10~~offices,~~000 per month,~~ along with additional interest expense incurred on promissory notes ~~during~~that ~~the~~existed ~~three~~on ~~months~~June ~~ended December 31~~30, ~~2011~~2012 ~~that~~ were not realized during the comparative three months ended ~~December~~June 3130, ~~2010~~2011.

~~Provision for Income Taxes:~~17

~~Our~~LIQUIDITY ~~provision~~AND ~~for~~CAPITAL income taxes grew from $-0- for the three months ended December 31, 2010 to $17,686 for the three months ended December 31, 2011. The increase of $17,686, or 100%, represents an increase related to the recognition of a deferred tax asset related to the net operating loss that is expected to be carried back to the tax returns for the fiscal year ended March 31, 2011. The $17,686 provision for income taxes for the three months ended December 31, 2011 is a combination of a deferred tax asset provision of $10,081 of federal income tax and $7,605 of state income tax.RESOURCES

~~Net~~The ~~Loss:~~following table summarizes total assets, total liabilities, retained earnings, accumulated deficit, stockholders’ equity (deficit) and working capital at June 30, 2012 compared to March 31, 2012.

The net loss for the three months ended December 31, 2011 was $46,612, compared to a net loss of $7,983 for the three months ended December 31, 2010, an increased net loss of $38,629, or 484%. Net loss increased primarily as a result of our diminished revenues and the establishment of officer compensation of $10,000 per month, along with additional interest expense incurred on promissory notes, along with an offsetting benefit of the $17,686 provision for deferred tax asset recognized during the three months ended December 31, 2011 that were not realized during the comparative three months ended December 31, 2010.

	June 30,			March 31,
	2012			2012
Total Assets	$	33,898		$	81,192

Total Liabilities	$	427,625		$	368,469

Retained Earnings (Deficit)	$	(1,661,907	)	$	(685,177	)

Stockholders’ Equity (Deficit)	$	(393,727	)	$	(287,277	)

Working Capital	$	(400,998	)	$	(295,079	)

17Our principal source of operating capital has been derived from private sales of our common stock, loans from our officer and others, and revenues from operations. At June 30, 2012 we had a working capital deficit of $400,998. As we continue to implement our business plan and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have, and expect to continue to have, substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

~~Results~~We received a total of ~~Operations~~$96,000 from four individuals in exchange for unsecured promissory notes, carrying a 7% interest rate, payable eighteen months from the ~~Nine~~origination dates ~~Months~~between ~~Ended~~July ~~December~~29, 312011 and September 30, 2011. Interest is payable on the first day of January and ~~2010:~~the first day of June each year until repaid.

	For the nine			For the nine
	months ended			months ended			Increase /
	December 31, 2011			December 31, 2010			(Decrease)
Revenue	$	130		$	47,833		$	(47,703	)
Operating expenses:
Advertising		43,806			43,859			(53	)
Depreciation		1,593			172			1,421
General and administrative		125,167			15,689			109,478
Professional fees		28,500			17,500			11,000
Total operating expenses		199,066			77,220			121,846
Net operating loss		(198,936	)		(29,387	)		(169,549	)
Interest expense		(3,177	)		(527	)		(2,650	)
Net loss before provision for income taxes		(202,113	)		(29,914	)		(172,199	)
Provision for income taxes		17,686			-			17,686
Net loss	$	(184,427	)	$	(29,914	)	$	(154,513	)

We have also received $270,000 from two different organizations in exchange for six unsecured convertible promissory note, carrying an 8% interest rate, convertible into common stock at $0.20 per share at the holder’s discretion, maturing on various dates between November 16, 2012 and February 12, 2013. $50,000 of these convertible notes, along with accrued interest have been converted into 4,333,000 shares common stock on May 1, 2012

~~Revenues:~~We have also received $410,000 from two different organizations in exchange for eighteen unsecured convertible promissory note, carrying an 8% interest rate, convertible into common stock at 55% of the average of the three lowest bid prices over the 10 days prior to conversion, or $0.05 per share whichever is greater, maturing on various dates between August 24, 2012 and December 29, 2012.

~~For~~Satisfaction ~~the nine months ended December 31, 2011 and 2010, we received revenues~~ of ~~$130 and $47,833, respectively, from selling banner ads on~~ our ~~website.~~Cash ~~This~~Obligations for ~~represents a decrease of $47,703 or 100%. The decrease was a result of~~ the ~~receipt~~Next of12 significant advertising revenues recognized during the nine months ended December 31, 2010 that were not realized during the comparative nine months ended December 31, 2011. As a result of our decreased revenues we re-entered the development stage on July 1, 2011.Months

~~Advertising:~~As of June 30, 2012, our cash balance was $667. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

~~Advertising~~Going expenses were $43,806 for the nine months ended December 31, 2011 compared to $43,859 for the nine months ended December 31, 2010, an increase of $53 or -0-%. Our advertising expenses remained constant and consisted primarily of costs associated with marketing our Company through television and internet advertising, as well as, local advertising campaigns utilizing automobile graphics. We have begun to increase our advertising focus and anticipate increased advertising expenses in the future.Concern

~~Depreciation:~~Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have produced net losses of $976,730 and $70,139 for the three months ended June 30, 2012 and 2011, respectively, has retained earnings (deficit) of ($1,661,907) and ($685,177) at June 30, 2012 and March 31, 2012, respectively. The Company’s cash on hand is insufficient to sustain operations for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

Depreciation expenses for the nine months ended December 31, 2011 and the nine months ended December 31, 2010 was $1,593 and $172, respectively, representing an increase of $1,421, or 826%. The increase was a result of purchasing assets with which to operate our business and generate revenues and subsequently depreciating those assets as they were put into service.18

18Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

~~General~~Item 3. Quantitative and ~~Administrative:~~Qualitative Disclosures About Market Risks

~~General~~Not ~~and administrative expenses for the nine months ended December 31, 2011 and the nine months ended December 31, 2010 was $125,167 and $15,689 respectively, representing an increase of $109,478 or 698%~~applicable. The increase in general and administrative expenses consisted primarily of officer compensation earned during the three months ended December 31, 2011 that were not earned during the comparative three months ended December 31, 2010. Officer compensation is $30,000 per quarter until April 1, 2012 when it increases to $30,900 per quarter, or $123,600 on an annualized basis.

~~Professional~~Item ~~Fees:~~4. Controls and Procedures

~~Professional~~Evaluation ~~fees~~of ~~for~~Disclosure ~~the~~Controls ~~nine months ended December 31, 2011~~ and the nine months ended December 31, 2010 was $28,500 and $17,500 respectively, representing an increase of $11,000, or 63%. The increase was a result of $9,000 of increased professional fees during the nine months ended December 31, 2011 related to launching our internet presence that was not incurred during the nine months ended December 31, 2010.Procedures

~~Net~~Our ~~Operating~~CEO, ~~Loss~~Julian Spitari, carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, Mr. Spitari concluded that our disclosure controls and procedures are not effective in timely alerting him to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:

~~Net~~· ~~operating~~The ~~loss~~Company ~~for~~does ~~the~~not ~~nine~~have ~~months~~an ~~ended~~independent ~~December~~board ~~31, 2011 was $198,936 compared to a net operating loss~~ of ~~$29,387~~directors ~~for~~or ~~the~~audit ~~nine~~committee ~~months ended December 31, 2010, an increase of $169,549~~ or ~~577%.~~adequate ~~Net~~segregation ~~operating loss increased primarily due to our diminished revenues, the establishment~~ of officer compensation of $10,000 per month, along with increased professional fees for the nine months ended December 31, 2011 that had not yet been recognized during the nine months ended December 31, 2010duties.

~~Total~~· ~~Other~~We ~~Expense:~~do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.

~~Total~~Inherent ~~other~~Limitations ~~expense was $3,177 for the nine months ended December 31, 2011 compared to $527 for nine months ended December 31, 2010, an increase~~ of ~~$2,650~~Internal or 503%. The increase in total other expense was due to interest expenses incurred on additional promissory notes payable that were initiated during the nine months ended December 31, 2011 that was not present in the comparative period ended December 31, 2010.Controls

~~Net~~Our ~~(Loss)~~Principal ~~before~~Executive ~~Provision~~Officer ~~for~~does ~~Taxes:~~not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~For~~Changes ~~the~~in ~~nine~~Internal ~~months~~Control ~~ended~~over ~~December~~Financial 31, 2011 and 2010, our net (loss) before provision for taxes was $202,113 and $29,914, respectively. The increase of $172,199, or 576%, was primarily a result of our diminished revenues, the establishment of officer compensation of $10,000 per month and increased professional fees, along with additional interest expense incurred on promissory notes during the nine months ended December 31, 2011 that were not realized during the comparative nine months ended December 31, 2010.Reporting

~~Provision~~There ~~for~~were ~~Income~~no ~~Taxes:~~changes in our internal control over financial reporting, other than those stated above, during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our provision for income taxes grew from $-0- for the nine months ended December 31, 2010 to $17,686 for the nine months ended December 31, 2011. The increase of $17,686, or 100%, represents an increase related to the recognition of a deferred tax asset related to the net operating loss that is expected to be carried back to the tax returns for the fiscal year ended March 31, 2011. The $17,686 provision for income taxes for the nine months ended December 31, 2011 is a combination of a deferred tax asset provision of $10,081 of federal income tax and $7,605 of state income tax.19

~~Net~~PART ~~Loss:~~II OTHER INFORMATION

~~The~~Item ~~net loss for the nine months ended December 31, 2011 was $184,427, compared to a net loss of $29,914 for the nine months ended December 31, 2010, an increased net loss of $154,513, or 517%~~1. ~~Net~~Legal loss increased primarily as a result of our diminished revenues, the establishment of officer compensation of $10,000 per month and increased professional fees, additional interest expense incurred on promissory notes, along with an offsetting benefit of the $17,686 provision for deferred tax asset recognized during the nine months ended December 31, 2011 that were not realized during the comparative nine months ended December 31, 2010.Proceedings

19From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

~~LIQUIDITY~~Item ~~AND~~1A. ~~CAPITAL~~Risk ~~RESOURCES~~Factors

~~The~~Not ~~following table summarizes total assets, total liabilities, retained earnings, accumulated deficit, stockholders’ equity (deficit) and working capital at December 31, 2011 compared to March 31, 2011~~applicable.

	December 31, 2011			March 31, 2011
Total Assets	$	58,297		$	101,908
Total Liabilities	$	185,810		$	49,215
Retained Earnings (Deficit)	$	(149,734	)	$	34,693
Stockholders’ Equity (Deficit)	$	(127,513	)	$	52,693
Working Capital	$	(45,846	)	$	42,767

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

~~Our~~On ~~principal~~June ~~source of operating capital has been derived from private sales of our common stock~~2, ~~loans from our officer and others~~2012, ~~and~~the ~~revenues~~Company ~~from~~issued ~~operations. At December 31~~2, ~~2011~~307,026 shares ~~we had working capital deficit~~ of ~~$45,846.~~common Asstock wepursuant ~~continue~~ to ~~implement~~a ~~our~~debt ~~business~~holder’s ~~plan~~request ~~and attempt~~ to ~~expand~~convert ~~operational~~an ~~activities,~~outstanding wedebt ~~expect to continue to experience net negative cash flows from operations~~ in ~~amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to~~ the ~~extent~~amount ~~necessary~~of ~~to provide working capital. We have~~$26, ~~and expect to continue to have~~000, ~~substantial~~which consisted capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of ~~a private placement of equity~~$25,000 ~~although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources~~ of ~~additional~~principal ~~funding,~~and ~~without which we will not be able to remain a viable entity. No financing arrangements are currently under contract~~$1,000 ~~and~~of ~~there~~accrued ~~are no assurances that we will be able to obtain adequate financing~~interest. IfThe wenote ~~are~~was ~~able~~converted ~~to obtain the financing required to remain~~ in ~~business,~~accordance ~~eventually~~with ~~achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain~~ the ~~required~~conversion ~~financing to remain in business~~terms, therefore ~~future~~no ~~operating~~gain ~~results~~or ~~depend~~loss ~~upon~~has abeen ~~number of factors that are outside of our control~~recorded.

~~During~~On ~~the~~June ~~nine~~1, ~~months ended December 31~~2012, ~~2011~~ the Company ~~received~~issued ~~short term~~2, ~~unsecured~~025,974 shares ~~bridge~~of ~~loans~~common ~~totaling~~stock ~~$1,141,~~pursuant ~~from~~to ~~the~~a ~~Company~~debt holder’s ~~CEO,~~request ~~Julian~~to ~~Spitari.~~convert ~~These~~an ~~loans~~outstanding ~~were~~debt ~~repaid~~ in ~~full during~~ the ~~nine~~amount ~~months~~of ~~ended December 31~~$25,377, ~~2011.~~which consisted ~~There~~of is$25,000 noof ~~guarantee~~principal ~~that~~and ~~the~~$377 ~~founder~~of ~~and~~accrued ~~CEO,~~interest. ~~Julian~~The ~~Spitari~~note ~~will~~was beconverted ~~willing~~in toaccordance ~~commit~~with ~~any~~the ~~further~~conversion ~~loans~~terms, therefore tono ~~the~~gain ~~Company~~or atloss ~~this~~has ~~time~~been recorded.

InOn ~~addition~~May 1, we2012, ~~received~~the aCompany ~~total~~granted ~~of $96~~4,000,000 shares ~~from~~of ~~four~~S-8 ~~individuals~~common instock ~~exchange~~ for ~~unsecured~~consulting ~~promissory~~services. ~~notes,~~The ~~carrying~~fair avalue 7%of ~~interest rate, payable eighteen months from~~ the ~~origination~~common ~~dates~~stock ~~between~~was ~~July 29~~$110,000 ~~2011~~based ~~and September 30, 2011. Interest is payable~~ on the ~~first~~closing ~~day~~ price of ~~January and~~ the ~~first~~Company’s ~~day~~common ofstock ~~June~~on ~~each~~the ~~year~~date ~~until~~of ~~repaid~~grant. ~~No interest payments have yet been paid on these promissory notes.~~

WeOn ~~also~~May ~~received $25~~1,~~000~~ ~~on November 17~~2012, ~~2011~~the inCompany ~~exchange~~granted ~~for~~1,000,000 shares anof ~~unsecured~~S-8 ~~convertible~~common ~~promissory~~stock ~~note,~~for ~~carrying~~consulting anservices. 8%The ~~interest~~fair ~~rate,~~value ~~convertible~~of ~~into~~the common stock atwas $~~0.20~~440,000 ~~per~~based ~~share~~on atthe closing price of the ~~holder~~Company’s ~~discretion,~~common ~~maturing~~stock on ~~November~~the ~~18,~~date ~~2012~~of grant.

~~Satisfaction~~Item of3. ~~our~~Defaults ~~Cash~~Upon ~~Obligations~~Senior ~~for the Next 12 Months~~Securities

As of December 31, 2011, our cash balance was $27,578. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.None

20Item 5. Other Information

~~Going~~On ~~Concern~~July 25, 2012, a closely held voting majority of the shareholders approved an amendment to the Company’s Articles of Incorporation which increased the number of authorized shares of common stock from 200,000,000 shares to 900,000,000 shares of its $0.001 par value common stock.

~~Our~~Item financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business6. We have produced net losses of $184,427 and $29,914 for the nine months ended December 31, 2011 and 2010, respectively, has retained earnings (deficit) of ($149,734) and $34,693 at December 31, 2011 and March 31, 2011, respectively. The Company’s cash on hand is insufficient to sustain operations for the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.Exhibits

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

Exhibit		Description

3.1 *		Certificate of Amendment to Articles of Incorporation, July 25, 2012
31.1 *		Section 302 Certification of Chief Financial Officer and Chief Financial Officer
32.1 *		Section 906 Certification of Chief Executive Officer and Chief Financial Officer

Item 3. Quantitative and Qualitative Disclosures About Market Risks

101.INS **		XBRL Instance Document
101.SCH **		XBRL Schema Document
101.CAL **		XBRL Calculation Linkbase Document
101.DEF **		XBRL Definition Linkbase Document
101.LAB **		XBRL Label Linkbase Document
101.PRE **		XBRL Presentation Linkbase Document

~~Not~~* ~~applicable~~Filed herewith.

~~Item~~** 4.Pursuant ~~Controls~~to ~~and~~Rule ~~Procedures~~405(a)(2) of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q within the permitted 30-day grace period granted for the first quarterly period in which detailed footnote tagging is required.

~~Evaluation of Disclosure Controls and Procedures~~20

Our CEO, Julian Spitari, carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, Mr. Spitari concluded that our disclosure controls and procedures are not effective in timely alerting him to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:SIGNATURES

·In ~~The~~accordance ~~Company~~with ~~does~~the ~~not~~requirements ~~have~~of anthe ~~independent~~Exchange ~~board~~Act, ofthe registrant ~~directors~~caused orthis ~~audit~~Report ~~committee~~on orForm ~~adequate~~10-Q ~~segregation~~to ofbe ~~duties~~signed on its behalf by the undersigned, thereunto duly authorized.

·Date: WeAugust do20, ~~not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.~~2012

21FrogAds, Inc. /s/ Julian Spitari Julian Spitari Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

~~Inherent Limitations of Internal Controls~~21

Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, other than those stated above, during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A. Risk Factors

Not applicable.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 5. Other Information

None

Item 6. Exhibits

Exhibit		Description
31.1 *		Section 302 Certification of Chief Financial Officer and Chief Financial Officer
32.1 *		Section 906 Certification of Chief Executive Officer and Chief Financial Officer
101.INS *		XBRL Instance Document
101.SCH *		XBRL Schema Document
101.CAL *		XBRL Calculation Linkbase Document
101.DEF *		XBRL Definition Linkbase Document
101.LAB *		XBRL Labels Linkbase Document
101.PRE *		XBRL Presentation Linkbase Document

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 21, 2012

FrogAds, Inc. By: /s/ Julian Spitari Julian Spitari Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

Filing Compare · FrogAds, Inc.