August 13, 2008
Ms. Angela Crane
Accounting Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-9295
Mail Stop 6010
Re: Marketing Acquisition Corporation
Annual Report on Form 10-KSB for the year ended December 31, 2007
File No. 0-52072
Dear Ms. Crane:
This letter is in response to the comments contained in the letter of the staff
(the "Staff") of the Securities and Exchange Commission (the "Commission") dated
July 18, 2008 (the "Comment Letter") regarding the annual report on Form 10-KSB
for the year ended December 31, 2007 ("Initial Form 10-KSB") of Marketing
Acquisition Corporation (the "Company").
The Company has filed an amendment to its Initial Form 10-KSB ("Amended Form
10-K") in response to the Comment Letter.
For your convenience, we have restated each Staff comment and then provided our
response. The Company supplementally advises the Staff as follows:
Comment:
1. It does not appear that your management has performed its
assessment of internal control over financial reporting as of
December 31, 2007. Since you filed an annual report for the prior
fiscal year it appears you are required to report on your
management's assessment of internal control over financial
reporting.
Response:
To address the Staff's comment, we have modified the disclosure in Part
II Item 9A(T) "Controls and Procedures" in the Amended Form 10-K to
Ms. Angela Crane
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August 13, 2008
clarify that management performed its assessment of internal control
over financial reporting as of December 31, 2007. We also have included
in the Amended Form 10-K management's annual report on internal control
over financial reporting as specified by Item 308T(a) of Regulation
S-K. Although management's annual report was not included in the
Initial Form 10-KSB, our management, with the participation of our CEO
and CFO, performed the evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2007. In
making their assessment, our management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework. Based on this evaluation and
those criteria, our management concluded that, as of December 31, 2007,
our internal controls over financial reporting were effective.
Comment:
2. If your management has not yet performed its assessment, we ask
that you complete your evaluation and amend your filing within 30
calendar days to provide the required management's report on
internal control over financial reporting.
Response: See our response to the above Comment.
Comment:
3. In addition, please consider whether management's failure to
perform or complete its report on internal control over financial
reporting impacts its conclusions regarding the effectiveness of
your disclosure controls and procedures as of the end of the fiscal
year covered by the report and revise your disclosure as
appropriate.
Response:
Management has assessed the Company's disclosure controls and
procedures in light of the Staff's comments. Management has reviewed
its evaluation of the effectiveness of its disclosure controls and
procedures as of the end of the period covered by the Initial Form
10-KSB. Based on this review and evaluation, our management, with the
participation of our CEO and CFO, concluded, as disclosed in the
Initial Form 10-KSB and as restated in the Amended Form 10-K, that the
Company's disclosure controls and procedures are effective in providing
reasonable assurance that information requiring disclosure is recorded,
processed, summarized and reported within the timeframe specified by
the Commission's rules and forms.
Management does not believe the failure to include management's annual
report on internal control over financial reporting in the Initial Form
-2-
Ms. Angela Crane
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August 13, 2008
10-KSB impacts its conclusions regarding the effectiveness of the
Company's disclosure controls and procedures as of the end of the
fiscal year covered by the Initial Form 10-KSB Report.
Management does not believe any additional disclosure in the Amended
Form 10-K is necessary relating to the effectiveness of the Company's
disclosure controls and procedures.
The Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in its filings;
o Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
o the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you have any questions regarding this response letter, please direct them to
the undersigned.
Sincerely,
/s/ Timothy P. Halter
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Timothy P. Halter
Chief Executive Officer