UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-K/A


Amendment
    No. 2





[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2011





[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934





For the transition period from __________ to ____________





Commission File Number 000-49752





MOBILIZED ENTERTAINMENT, INC.


(Exact name of small business issuer in its charter)








Nevada
61-1499873(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)50 West Liberty Street, Suite 880, Reno, NV
89501(Address of principal executive offices)
(Zip Code)





866-815-2677


(Registrant’s telephone number, including area code)










Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Section 405 of the Securities Act.    Yes   ̈    No  x




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes   ̈    No  x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 such shorter period that the registrant was required to submit and post such files). Yes o No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
T





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Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act)


Yeso            NoT










The Company had 91,827,466 shares of its $.001 par value common stock outstanding as of
	August 21, 2012.







WARNING CONCERNING FORWARD-LOOKING STATEMENTS





THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, AND ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.





WE GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS
	"MAY,” "WILL,” "SHOULD,” "EXPECTS,” "PLANS,” "ANTICIPATES,”
	"COULD,” "INTENDS,” "TARGET,” "PROJECTS,” "CONTEMPLATES,”
	"BELIEVES,” "ESTIMATES,” "PREDICTS,” "POTENTIAL” OR
	"CONTINUE” OR THE NEGATIVE OF THESE TERMS OR OTHER SIMILAR WORDS. THESE STATEMENTS ARE ONLY PREDICTIONS. THE OUTCOME OF THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS IS SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR, OUR CUSTOMERS’ OR OUR INDUSTRY’S ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, TO DIFFER.





THIS REPORT ALSO CONTAINS MARKET DATA RELATED TO OUR BUSINESS AND INDUSTRY. THESE MARKET DATA INCLUDE PROJECTIONS THAT ARE BASED ON A NUMBER OF ASSUMPTIONS. IF THESE ASSUMPTIONS TURN OUT TO BE INCORRECT, ACTUAL RESULTS MAY DIFFER FROM THE PROJECTIONS BASED ON THESE ASSUMPTIONS. AS A RESULT, OUR MARKETS MAY NOT GROW AT THE RATES PROJECTED BY THESE DATA, OR AT ALL. THE FAILURE OF THESE MARKETS TO GROW AT THESE PROJECTED RATES MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION AND THE MARKET PRICE OF OUR COMMON STOCK.





SEE
	"ITEM 1A. RISK FACTORS,” "MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AND
	"BUSINESS,” AS WELL AS OTHER SECTIONS IN THIS REPORT, THAT DISCUSS SOME OF THE FACTORS THAT COULD CONTRIBUTE TO THESE DIFFERENCES. THE FORWARD-LOOKING STATEMENTS MADE IN THIS ANNUAL REPORT ON FORM 10-K RELATE ONLY TO EVENTS AS OF THE DATE ON WHICH THE STATEMENTS ARE MADE. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR RELEASE ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.


EXPLANATORY NOTE


The purpose of this Amendment No. 1 on Form 10-K/A (the "Amendment") is to
	correct and further explain Item 9A of Controls and Procedures of the
	previously filed Annual Report on Form 10-K of Mobilized Entertainment, Inc. (the
	"Company") for the year ended
	December 31, 2011, filed with the Securities and Exchange Commission ("SEC")
	on March 30, 2012 (the "Original Form 10-K"). There are no changes to the Original Form 10-K other than those set forth
	above. This Amendment does not reflect events occurring after the filing of
	the Original Form 10-K, nor does it modify or update disclosures therein in
	any way. Among other things, forward-looking statements made in the Original
	Form 10-K have not been revised to reflect events that occurred or facts
	that became known to us after the filing of the Original Form 10-K, and such
	forward-looking statements should be read in their historical context.
	Furthermore, the Amendment should be read in conjunction with our filings
	with the SEC subsequent to the Original Form 10-K





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PART II








Item 9A. Controls and Procedures.





Evaluation of disclosure controls and procedures.


We maintain disclosure controls and procedures that are designed to ensure
	that the information required to be disclosed in the reports that we file
	under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded,
	processed, summarized and reported within the time periods specified in the
	Securities and Exchange Commission's rules and forms, and that such
	information is accumulated and communicated to our management, including our
	President and Treasurer, as appropriate, to allow timely decisions regarding
	required disclosures. In designing and evaluating the disclosure controls
	and procedures, management recognized that any controls and procedures, no
	matter how well designed and operated, can only provide reasonable assurance
	of achieving the desired control objectives, and in reaching a reasonable
	level of assurance, management necessarily was required to apply its
	judgment in evaluating the cost-benefit relationship of possible controls
	and procedures. As required by SEC Rule 13a-15(b), we carried out an evaluation, under
	the supervision and with the participation of our management, including our
	CEO, of the effectiveness of the design and operation of our
	disclosure controls and procedures as of the end of our fourth fiscal
	quarter covered by this report. Based on the foregoing, our CEO
	concluded that our disclosure controls and procedures were not effective at
	the reasonable assurance level. There has been no change in our internal controls over financial reporting
	during our fourth fiscal quarter ended December 31, 2011, that has
	materially affected, or is reasonably likely to materially affect, our
	internal controls over financial reporting.


Management's annual report on internal control over financial reporting.





Our Chief Executive Officer and Chief Financial Officer is responsible for
	establishing and maintaining adequate internal control over financial
	reporting.  Internal control over financial reporting is defined in Rule
	13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of
	1934 as a process designed by, or under the supervision of, our principal
	executive and principal financial officers and effected by our board of
	directors, management and other personnel, to provide reasonable assurance
	regarding the reliability of financial reporting and the preparation of
	financial statements for external purposes in accordance with generally
	accepted accounting principles and includes those policies and procedures
	that:





·
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;


·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and


·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.





Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Therefore, even those systems determined to be effective can provide only
	reasonable assurance with respect to financial statement preparation and
	presentation. Because of the inherent limitations of internal control, there
	is a risk that material misstatements may not be prevented or detected on a
	timely basis by internal control over financial reporting. However, these
	inherent limitations are known features of the financial reporting process.
	Therefore, it is possible to design into the process safeguards to reduce,
	though not eliminate, this risk.
	As of December 31, 2011, management assessed the effectiveness of our
	internal control over financial reporting based on the criteria for
	effective internal control over financial reporting established in Internal
	Control--Integrated Framework issued by the Committee of Sponsoring
	Organizations of the Treadway Commission ("COSO") and SEC guidance on
	conducting such assessments. Based on that evaluation, they concluded that,
	during the period covered by this report, such internal controls and
	procedures were not effective to detect the inappropriate application of US
	GAAP rules as more fully described below. This was due to deficiencies that
	existed in the design or operation of our internal controls over financial
	reporting that adversely affected our internal controls and that may be
	considered to be material weaknesses.
	The matters involving internal controls and procedures that our management
	considered to be material weaknesses under the standards of the Public
	Company Accounting Oversight Board were: (1) lack of a functioning audit
	committee due to a lack of a majority of independent members and a lack of a
	majority of outside directors on our board of directors, resulting in
	ineffective oversight in the establishment and monitoring of required
	internal controls and procedures; (2) inadequate segregation of duties
	consistent with control objectives; and (3) ineffective controls over period
	end financial disclosure and reporting processes. The aforementioned
	material weaknesses were identified by our Sole Officer in connection with
	the review of our financial statements as of December 31, 2011.
	Management believes any of the matters noted above could result in a
	material misstatement in our financial statements in future periods.


Management's Remediation Initiatives


In an effort to remediate the identified material weaknesses and other
	deficiencies and enhance our internal controls, we have initiated, or plan
	to initiate, the following series of measures: We will create a position to segregate duties consistent with control
	objectives and will increase our personnel resources and technical
	accounting expertise within the accounting function when funds are available
	to us. And, we plan to appoint one or more outside directors to our board of
	directors who shall be appointed to an audit committee resulting in a fully
	functioning audit committee who will undertake the oversight in the
	establishment and monitoring of required internal controls and procedures
	such as reviewing and approving estimates and assumptions made by management
	when funds are available to us. Management believes that the appointment of one or more outside directors,
	who shall be appointed to a fully functioning audit committee, will remedy
	the lack of a functioning audit committee and a lack of a majority of
	outside directors on our Board. We anticipate that these initiatives will be at least partially, if not
	fully, implemented by September 30, 2012. Additionally, we plan to test our
	updated controls and remediate our deficiencies by September 30, 2012.


Changes in internal control over financial reporting.





There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.







PART IV





Item 15. Exhibits





Financial Statements –Included in Item 8.





3.1
Articles of Incorporation (Exhibit 3.1).3.2
Bylaws of Mobilized Entertainment, Inc.4.0
Convertible Note.31.1*
Certification by Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
Certification by the Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





*Filed here within.














SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.








Dated:
	August 21, 2012
MOBILIZED ENTERTAINMENT, INC./s/ Kevin DayBy:Kevin Day



Chief Executive Officer, President, Secretary, Treasurer, Controller and Director





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