UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

--------------------------------------------------------------------------------
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
    1934

    For the quarterly period ended June 30, 2007

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

--------------------------------------------------------------------------------
                         Commission File Number: 0-52072


                        Marketing Acquisition Corporation
        (Exact name of small business issuer as specified in its charter)

        Nevada                                                 62-1299374
(State of incorporation)                                (IRS Employer ID Number)

                     12890 Hilltop Road, Argyle, Texas 76226
                    (Address of principal executive offices)

                                 (972) 233-0300
                          (Issuer's telephone number)

--------------------------------------------------------------------------------
Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: July 25, 2007: 1,849,285

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                        MARKETING ACQUISITION CORPORATION

                 Form 10-QSB for the Quarter ended June 30, 2007

                                Table of Contents


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1 Financial Statements                                                 3

  Item 2 Management's Discussion and Analysis or Plan of Operation           12

  Item 3 Controls and Procedures                                             14

PART II - OTHER INFORMATION

  Item 1 Legal Proceedings                                                   14

  Item 2 Recent Sales of Unregistered Securities and Use of Proceeds         14

  Item 3 Defaults Upon Senior Securities                                     14

  Item 4 Submission of Matters to a Vote of Security Holders                 14

  Item 5 Other Information                                                   15

  Item 6 Exhibits                                                            15

SIGNATURES                                                                   15

                                       2
<PAGE>
                                     PART I
ITEM 1 - FINANCIAL STATEMENTS

                        MARKETING ACQUISITION CORPORATION
                                 BALANCE SHEETS
                             June 30, 2007 and 2006

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   June 30, 2007       June 30, 2006
                                                                   -------------       -------------
<S>                                                                  <C>                 <C>
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                                          $  57,133           $   3,169
                                                                     ---------           ---------

      TOTAL CURRENT ASSETS                                              57,133               3,619
                                                                     ---------           ---------

TOTAL ASSETS                                                         $  57,133           $   3,619
                                                                     =========           =========


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
LIABILITIES
CURRENT LIABILITIES
   Accounts payable - trade                                          $      --           $      --
   Accrued interest payable to stockholder                                 537                  --
                                                                     ---------           ---------

      TOTAL CURRENT LIABILITIES                                            537                  --
                                                                     ---------           ---------

LONG-TERM LIABILITIES
   Note payable to stockholder                                          10,000                  --
                                                                     ---------           ---------

      TOTAL LIABILITIES                                                 10,537                  --
                                                                     ---------           ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
   Preferred stock - $0.001 par value
     50,000,000 shares authorized
     None issued and outstanding                                            --                  --
   Common stock - $0.001 par value
     100,000,000 shares authorized
     1,849,285 and 599,285 shares issued
      and outstanding, respectively                                      1,849                 599
   Additional paid-in capital                                          542,115             483,365
   Accumulated deficit                                                (497,368)           (480,345)
                                                                     ---------           ---------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                              46,596               3,619
                                                                     ---------           ---------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $  57,133           $   3,619
                                                                     =========           =========
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                Six and Three months ended June 30, 2007 and 2006

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                           Six months        Six months       Three months      Three months
                                              ended             ended             ended             ended
                                          June 30, 2007     June 30, 2006     June 30, 2007     June 30, 2006
                                          -------------     -------------     -------------     -------------
<S>                                         <C>               <C>               <C>               <C>
REVENUES                                    $       --        $       --        $       --        $       --
                                            ----------        ----------        ----------        ----------
EXPENSES
   General and administrative expenses           9,677             8,562             4,134             8,359
                                            ----------        ----------        ----------        ----------

INCOME (LOSS) FROM OPERATIONS                   (9,677)           (8,562)           (4,134)           (8,359)

OTHER INCOME (EXPENSE)
   Interest expense                               (298)               --              (150)               --
   Interest income                                  51               194                --                89
                                            ----------        ----------        ----------        ----------

INCOME (LOSS) BEFORE
 PROVISION FOR INCOME TAXES                     (9,924)           (8,368)           (4,284)           (8,270)

PROVISION FOR INCOME TAXES                          --                --                --                --
                                            ----------        ----------        ----------        ----------

NET LOSS                                        (9,924)           (8,368)           (4,284)           (8,270)

OTHER COMPREHENSIVE INCOME                          --                --                --                --
                                            ----------        ----------        ----------        ----------

COMPREHENSIVE LOSS                          $   (9,924)       $   (8,368)       $   (4,284)       $   (8,270)
                                            ==========        ==========        ==========        ==========
Earnings per share of common stock
 outstanding computed on net loss -
 basic and fully diluted                    $    (0.01)       $    (0.02)              nil        $    (0.02)
                                            ==========        ==========        ==========        ==========
Weighted-average number of shares
 outstanding - basic and fully diluted       1,310,611           500,700         1,849,285           500,700
                                            ==========        ==========        ==========        ==========
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                            STATEMENTS OF CASH FLOWS
                     Six months ended June 30, 2007 and 2006

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Six months         Six months
                                                                    ended              ended
                                                                 June 30, 2007      June 30, 2006
                                                                 -------------      -------------
<S>                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss) for the period                                $ (9,924)          $ (8,368)
   Adjustments to reconcile net loss to net cash
    provided by operating activities
      Depreciation and amortization                                      --                 --
      Increase in Accrued interest payable                              298                 --
                                                                   --------           --------

          NET CASH USED IN OPERATING ACTIVITIES                      (9,626)            (8,368)
                                                                   --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                     --                 --
                                                                   --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash received from sale of common stock                           60,000                 --
                                                                   --------           --------

          NET CASH PROVIDED BY FINANCING ACTIVITIES                  60,000                 --
                                                                   --------           --------

INCREASE (DECREASE) IN CASH                                          50,374             (8,368)

Cash at beginning of period                                           5,759             11,987
                                                                   --------           --------

CASH AT END OF PERIOD                                              $ 56,133           $  3,619
                                                                   ========           ========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the year                                      $     --           $     --
                                                                   ========           ========
   Income taxes paid for the year                                  $     --           $     --
                                                                   ========           ========
</TABLE>


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             June 30, 2007 and 2006


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Marketing Acquisition  Corporation (Company) was originally incorporated on July
26,  1990 in  accordance  with the Laws of the  State of  Florida  as  Marketing
Educational  Corporation.  The Company  changed it's corporate name to Marketing
Acquisition Corporation on February 28, 2006.

On June 13, 2006, the Company changed its state of incorporation from Florida to
Nevada by means of a merger with and into a Nevada corporation formed on June 8,
2006 solely for the purpose of effecting  the  reincorporation.  The Articles of
Incorporation  and  Bylaws  of  the  Nevada  corporation  are  the  Articles  of
Incorporation  and  Bylaws  of  the  surviving  corporation.  Such  Articles  of
Incorporation kept the Company's new name of Marketing  Acquisition  Corporation
and modified the Company's  capital structure to allow for the issuance of up to
100,000,000  shares of $0.001 par value common stock and up to 50,000,000 shares
of $0.001 par value preferred stock.

The Company was originally formed for the purpose of direct marketing of certain
educational  materials  and  photography  packages.  The  educational  materials
marketed by the Company consisted of encyclopedias,  learning books, educational
audio and video tapes which were designed to be combined in various combinations
to accommodate the educational levels and needs of families with children of all
ages.  During the year ended  December 31,  1992,  the Company sold or otherwise
disposed  of all  assets  and  operations  in order to  settle  then-outstanding
indebtedness.

Since December 31, 1992, the Company has had no operations,  significant  assets
or liabilities.

The Company's  current  business plan is to locate and combine with an existing,
privately-held  company which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private company which may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

                                       6
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 2007 and 2006


NOTE B - PREPARATION OF FINANCIAL STATEMENTS - CONTINUED

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2006.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2007.

NOTE C - GOING CONCERN UNCERTAINTY

The Company was originally formed for the purpose of direct marketing of certain
educational  materials and photography  packages.  This venture was unsuccessful
and all business  operations were abandoned by December 31, 1992. Since December
31,  1992,  the  Company  has had no  operations,  assets  or  liabilities.  The
Company's  current  principal  business  activity is to seek a suitable  reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  future sales of equity securities to facilitate either
the  consummation  of a business  combination  transaction  or to raise  working
capital to support and preserve the integrity of the corporate entity.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

                                       7
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 2007 and 2006


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  certificates  of  deposit  and  other  highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

2. Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At June 30, 2007 and 2006, respectively,  the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of June 30,  2007 and  2006,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

3. Earnings (loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     At June 30,  2007 and 2006,  and  subsequent  thereto,  the  Company had no
     outstanding common stock equivalents.

4. Recent Accounting Pronouncements

     The Company  does not expect the  adoption of  recently  issued  accounting
     pronouncements  to have a significant  impact on the  Company's  results of
     operations, financial position or cash flows.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

                                       8
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 2007 and 2006


NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS - CONTINUED

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - NOTE PAYABLE TO STOCKHOLDER

During Calendar 2006, the Company executed a $20,000 Line of Credit Note Payable
with Glenn A. Little,  the Company's former  controlling  stockholder to provide
funds  necessary  to support the  corporate  entity and comply with the periodic
reporting  requirements of the Securities Exchange Act of 1934, as amended. This
note bears  interest at 6.0% and matures in  September  2008.  Through  June 30,
2007, Mr. Little has advanced $10,000 to the Company.

NOTE G - INCOME TAXES

The components of income tax (benefit) expense for each of the six month periods
ended June 30, 2007 and 2006, are as follows:

                                             Six months            Six months
                                               ended                 ended
                                           June 30, 2007         June 30, 2006
                                           -------------         -------------
     Federal:
       Current                                $    --               $    --
       Deferred                                    --                    --
                                              -------               -------
                                                   --                    --
                                              -------               -------
     State:
       Current                                     --                    --
       Deferred                                    --                    --
                                              -------               -------
                                                   --                    --
                                              -------               -------
       Total                                  $    --               $    --
                                              =======               =======

Concurrent with April 2004 and March 2007 changes in control,  the Company has a
nominal net operating loss carryforward for income tax purposes.  The amount and
availability  of any future net operating loss  carryforwards  may be subject to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.



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                                       9
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 2007 and 2006


NOTE G - INCOME TAXES - CONTINUED

The  Company's  income tax expense  (benefit)  for each of the six month periods
ended June 30, 2007 and 2006, respectively,  differed from the statutory federal
rate of 34 percent as follows:

<TABLE>
<CAPTION>
                                                             Six months        Six months
                                                                ended             ended
                                                            June 30, 2007     June 30, 2006
                                                            -------------     -------------
<S>                                                            <C>               <C>
Statutory rate applied to income before income taxes           $(3,400)          $(2,800)
Increase (decrease) in income taxes resulting from:
  State income taxes                                                --                --
  Other, including reserve for deferred tax asset
   and application of net operating loss carryforward            3,400             2,845
                                                               -------           -------

      Income tax expense                                       $    --           $    --
                                                               =======           =======
</TABLE>

Temporary   differences,   which  consist  principally  of  net  operating  loss
carryforwards,  statutory  deferrals  of expenses for  organizational  costs and
statutory  differences  in the  depreciable  lives for property  and  equipment,
between the  financial  statement  carrying  amounts and tax bases of assets and
liabilities give rise to deferred tax assets and/or liabilities, as appropriate.
As of June 30, 2007 and 2006,  respectively,  after  giving  effect to the March
2007 change in control, the deferred tax asset is as follows:

                                              June 30, 2007       June 30, 2006
                                              -------------       -------------
Deferred tax assets
  Net operating loss carryforwards               $ 1,450             $    --
  Less valuation allowance                        (1,450)                 --
                                                 -------             -------

  Net Deferred Tax Asset                         $    --             $    --
                                                 =======             =======

NOTE H - COMMON STOCK TRANSACTIONS

On June 13, 2006, the Company changed its state of incorporation from Florida to
Nevada by means of a merger with and into a Nevada corporation formed on June 8,
2006 solely for the purpose of effecting  the  reincorporation.  The Articles of
Incorporation  and  Bylaws  of  the  Nevada  corporation  are  the  Articles  of
Incorporation  and  Bylaws  of  the  surviving  corporation.  Such  Articles  of
Incorporation kept the Company's new name of Marketing  Acquisition  Corporation
and modified the Company's  capital structure to allow for the issuance of up to
100,000,000  shares of $0.001 par value common stock and up to 50,000,000 shares
of $0.001 par value preferred stock.

On March 20, 2007, the Company entered into a Subscription Agreement (Agreement)
with Halter  Financial  Investments,  L.P., a Texas limited  partnership  (HFI).
Other  than in  respect  to this  transaction,  HFI  had had no  other  material
relationship  with the Company or any of the Company's then officers,  directors
or affiliates or any associate of any such officer or director.  Pursuant to the
Agreement,  the Company sold to HFI  60,000,000  shares of its common stock at a
purchase  price of $.001 per share.  The Company relied upon Section 4(2) of the
Securities Act of 1933, as amended,  for an exemption from registration of these
shares  and no  underwriter  was used in this  transaction.  As a result  of the
closing  of this  stock  purchase  transaction,  HFI  owns  71.4%  of the  total
outstanding  shares of the Company's  capital stock and 71.4% total voting power
of all outstanding voting securities.

On April 23, 2007,  the Company's  Board of Directors  unanimously  approved and
recommended  that  the  stockholders   approve,   and  the  Company's   Majority
Stockholder  approved, an amendment to our Articles of Incorporation to effect a
reverse stock split of our issued and outstanding  shares of common stock on a 1
for 48 share basis,  with no stockholder being reversed to less than a round lot
of 100 shares with fractional shares rounded up to the nearest whole share:

                                       10
<PAGE>
                        MARKETING ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 2007 and 2006


NOTE H - COMMON STOCK TRANSACTIONS - CONTINUED

            Shares prior to          Shares after
             reverse split           reverse split
             -------------           -------------

                   1                      100
                  10                      100
                 100                      100
               1,000                      100
               5,000                      105

The  effect  of the  reverse  split  reduced  the total  number  of  issued  and
outstanding  shares from 84,033,600 to 1,849,285 shares,  after giving effect to
both the special  provisions  discussed  above and the rounding  for  fractional
shares. The reverse stock split did not change the par value of our common stock
nor change the number of authorized  shares of our common  stock.  The effect of
this action is reflected in the Company's  financial  statements as of the first
day of the first period presented.




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                                       11
<PAGE>
PART I - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) RESULTS OF OPERATIONS

The Company had no revenue  for either of the six month  periods  ended June 30,
2007 and 2006, respectively.

General and  administrative  expenses for the six month  periods  ended June 30,
2007 and 2006 relate to the  maintenance  of the corporate  entity and complying
with the Securities Exchange Act of 1934, as amended.

It is  anticipated  that future  expenditure  levels may increase as the Company
intends to fully comply with it's periodic reporting requirements.

Earnings per share for the  respective six month periods ended June 30, 2007 and
2006 were  $(0.01)  and  $(0.02),  respectively,  based on the  weighted-average
shares  issued  and  outstanding  at the end of each  respective  period,  after
adjustment for the May 17, 2007 1-for-48 reverse stock split.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At June 30, 2007 and 2006,  respectively,  the  Company  had working  capital of
approximately $56,600 and $3,600, respectively.

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional  future funding.  Should this pledge fail to provide  financing,  the
Company has not  identified  any  alternative  sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

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<PAGE>
PLAN OF BUSINESS

GENERAL

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

COMBINATION SUITABILITY STANDARDS

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  stockholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

                                       13
<PAGE>
(3)  LIQUIDITY AND CAPITAL RESOURCES

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional  future funding.  Should this pledge fail to provide  financing,  the
Company has not  identified  any  alternative  sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

ITEM 3 - CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure  controls and  procedures,  as such term is defined
under Rule 13a-15(e)  promulgated under the Securities  Exchange Act of 1934, as
amended  (Exchange  Act),  as of June 30, 2007.  Based on this  evaluation,  our
principal  executive officer and principal  financial officer concluded that our
disclosure  controls and  procedures  are effective in alerting them on a timely
basis to material information relating to our Company required to be included in
our reports filed or submitted under the Exchange Act.

(b) Changes in Internal Controls

There were no significant  changes (including  corrective actions with regard to
significant  deficiencies or material  weaknesses) in our internal controls over
financial  reporting  that occurred  during the quarter ended June 30, 2007 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

None

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company  has held no  regularly  scheduled,  called or special  meetings of
stockholders during the reporting period.


                (Remainder of this page left blank intentionally)

                                       14
<PAGE>
ITEM 5 - OTHER INFORMATION

On April 23, 2007,  the Company's  Board of Directors  unanimously  approved and
recommended  that  the  stockholders   approve,   and  the  Company's   Majority
Stockholder  approved, an amendment to our Articles of Incorporation to effect a
reverse stock split of our issued and outstanding  shares of common stock on a 1
for 48 share basis,  with no stockholder being reversed to less than a round lot
of 100 shares with fractional shares rounded up to the nearest whole share:

            Shares prior to          Shares after
             reverse split           reverse split
             -------------           -------------

                   1                      100
                  10                      100
                 100                      100
               1,000                      100
               5,000                      105

The  effect  of the  reverse  split  reduced  the total  number  of  issued  and
outstanding shares from 84,033,600 to 1,849,285, after giving effect to both the
special  provisions  discussed above and the rounding for fractional shares. The
reverse  stock split did not change the par value of our common stock nor change
the number of authorized  shares of our common stock.  The effect of this action
is reflected in the  Company's  financial  statements as of the first day of the
first period presented.

ITEM 6 - EXHIBITS

31.1  Certification  pursuant  to  Section  302 of  Sarbanes-Oxley  Act of 2002
32.1  Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

                                   SIGNATURES

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

                                      MARKETING ACQUISITION CORPORATION


Dated: July 25, 2007                  By: /s/ Timothy P. Halter
       -------------                     ---------------------------------------
                                                               Timothy P. Halter
                                              Chairman, Chief Executive Officer,
                                            Chief Financial Officer and Director

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