U.
S. SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB
(MARK
ONE)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
o TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For
the transition period from __________ to __________
Mobile
Nation, Inc.
(Name of
small business issuer in its charter)
|
Nevada
(State
or Other Jurisdiction of
Organization)
|
68-0427395
(IRS
Employer Incorporation or Identification
No.)
|
8463
W. Lake Mead Blvd.
(Address
of principal executive offices)
Issuer's
telephone number (including area code): (702)
354-1358
Securities
registered under Section 12(b) of the Exchange Act: NONE
Securities
registered under Section 12(g) of the Exchange Act:
COMMON
STOCK, NO PAR VALUE
(Title of
Class)
Check
whether the issuer is not required to file a report pursuant to Section 13 or
15(d) of the Exchange Act: o
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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for past
90 days: Yes x No o
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to the Form 10-KSB: x
Indicate
by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes x No o
State
issuer's revenue for its most recent fiscal year: zero
The
aggregate market value of the voting stock held by non affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock as of June 1st, 2008 was $104,535 based on the last sale
price of $.1.01 as reported by the OTC Bulletin Board.
As of
June 1st, 2008, the number of shares outstanding of the registrant's only class
of common stock was 20,000,000.
Transitional
Small Business Disclosure Format (check one): YES o NO x
Forward-Looking
Statements
This
report includes forward-looking statements with-in the meaning of
Section 27A of the Securities Act (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We have based these statements on our beliefs and
assumptions, based on information currently available to us. These
forward-looking statements are subject to risks and
uncertainties. Forward-looking statements include the information
concerning our possible or assumed future results of operations, our total
market opportunity and our business plans and objectives set forth under the
sections entitled "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Forward-looking
statements are not guarantees of performance. Our future results and
requirements may differ materially from those described in the forward-looking
statements. Many of the factors that will determine these results and
requirements are beyond our control. In addition to the risks and
uncertainties discussed in "Business" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations," investors should consider
those discussed under "Risk Factors" and, among others, the
following:
These
forward-looking statements speak only as of the date of this
report. We do not intend to update or revise any forward-looking
statements to reflect changes in our business anticipated results of our
operations, strategy or planned capital expenditures, or to reflect the
occurrence of unanticipated events.
Pursuant
to an Acquisition Agreement dated June 16, 2003 between the Company and Mobile
Nation, Inc., a Nevada corporation, (the "Agreement"), and effective July 3,
2003, four million (4,000,000) post-reverse split shares of common stock of the
Company were issued resulting in a change in control of the
Company. Pursuant to the Agreement, a new six member Board of
Directors was elected and the then current officers and directors
resigned. As a part of the Agreement, the Company changed its name
from Wolfstone Corporation to Mobile Nation, Inc. prior to closing; the Company
effected a 50 to one reverse split of the then 3,603,400 currently issued and
outstanding shares into 73,500 shares.
Company
History
The
original business of Mobile Nation, Inc. was to operate a direct mail business
and at that time the company was called Integrated Direct, Inc. (Integrated
Direct), and was incorporated in the state of Delaware on March 15,
1990. Integrated Direct filed for protection under Chapter 11 of the
bankruptcy code on September 22, 1992. On June 8, 1994, the case was
converted to Chapter 7 and on December 17, 1998, Integrated Direct was
discharged from its debts as it emerged from bankruptcy. On February
23, 1999, Integrated Direct reincorporated in the state of Nevada and
simultaneously changed its name to Wolfstone Corporation
(Wolfstone). There were no assets or liabilities prior to this
transaction.
Between
April 1999 and August 2003, Wolfstone attempted three merger and/or acquisition
transactions; however, Wolfstone was unable to raise sufficient capital to
support any of these planned mergers or acquisitions. In each
instance, the parties agreed to rescind all of the proposed transactions, with
all securities issued by the parties being returned.
The last
aborted merger/acquisition occurred in July 2003 between Wolfstone and Mobile
Nation, Inc., (Mobile Nation); wherein Mobile Nation was issued 4,000,000 shares
of common stock. The new business plan for the Company involved the
vision of providing portable wireless broadband services by utilizing "advanced
wireless" technologies. In July, 2003, the management of Mobile
Nation assumed substantial control of Wolfstone and the company's name was
changed to Mobile Nation, Inc.
On July
3, 2003, prior to the Wolfstone Board consummating the merger transaction with
Mobile Nation, Wolfstone affected a 50 to 1 reverse split of its common
stock. The par value and authorized share count of the common stock
was not affected by the reverse split.
In
September 2003, Mobile Nation was unable to secure key assets essential to its
original plan of deployment and operations. As a result, on October
13, 2003 the parties to the above purchase transactions returned all the
securities issued with no claims or rights to the assets optioned in the
original plan, effectively rescinding the transaction. With the
resigning members of the Board of Directors continuing to seek the resources
from the limited holders of spectrum required to launch the
operation. Because there was no assurance that the required spectrum
would ever become available, these key personnel decided to leave the Company
and to focus on other projects outside the activity of the Company.
At this
same time in October 2003, five of the directors tendered their
resignations. A new director was added to the remaining two-man Board
of Directors to pursue alternative business opportunities, a 10-for-1 stock
split was affected and members of the Board of Directors retained the 480,000
pre- stock split shares (4,800,000 post split shares) of restricted common stock
for management services rendered and to be rendered over the balance of the
calendar year.
In
November 2003, the new director was granted 200,000 shares post stock split for
services to be rendered for the balance of the calendar year.
In
connection with the rescission of the transaction, a note payable (Affinity
Note) in the amount of $75,000 was issued to Affinity Financial Group, Inc. for
monies loaned to Mobile Nation during this period. The Affinity Note
has an interest rate of ten percent (10%) per annum and is due in full with all
accumulated interest on December 31, 2008. The Affinity Note is
convertible, at the holder's option, into the Company's common stock at a
conversion rate of 80% of the market price of the stock at the time of the
conversion.
On
October 27, 2003 a note payable (Gilluly Note) was issued to a company director,
C.W. Gilluly, for $50,000 loaned to the Company. The Gilluly Note has
an interest at 6% per annum, is unsecured and had an original due date of
December 31, 2005. On January 4, 2007, this note was renewed with the
same terms and a due date of December 31, 2008. A principal payment
of $25,000 towards the principal amount of this note was paid on March 12,
2007.
On
September 24, 2004 a note payable (Morden Note) was issued to a company director
Rex A. Morden for $5,000 loaned to the Company. The Morden Note had
an interest rate of eight percent (8%) per annum and was due in full with all
accumulated interest on December 31, 2007. The principal amount of
this note was paid in full on January 25th, 2007.
On March
21, 2005 a note payable (Affinity Note) was issued to Affinity Financial Group,
Inc. for $12,500 loaned to the Company. The Affinity Note had an
interest rate of eight percent (8%) per annum and is due in full with all
accumulated interest on December 31, 2006. The principal amount of
this note was paid in full on January 25th, 2007.
On
September 26, 2005 a note payable (Morden Note) was issued to a company director
Rex A. Morden for $2,500 loaned to the company. The Morden Note has
an interest rate of eight percent (8%) per annum and is due in full with all
accumulated interest on December 31, 2007. The principal amount of
this note was paid in full on January 25th, 2007.
On
October 7, 2005, the company entered into a letter of intent ("LOI") with a
potential merger candidate. In accordance with the terms of the LOI
the Company received a non-refundable deposit in the amount of
$10,000. The proposed transaction was never
consummated. The agreement was terminated after a 30 day time period
as outlined in the terms of the agreement.
On
February 27, 2006, the Company entered into a letter of intent ("LOI") with
Dental Spas LLC., (Dental Spas) as a potential merger
candidate. Pursuant to the terms of the agreement the "LOI" expired
on May 1, 2006. The proposed transaction was never
consummated. The agreement was terminated as outlined in the terms of
the agreement.
On
February 27, 2006 a note payable (Affinity Note) in the amount of $50,000 was
issued to Affinity Financial Group, Inc. for monies loaned to the
Company. The Affinity Note has an interest rate of ten percent (10%)
per annum and had an original due date of December 31, 2006. On
January 4, 2007, this note was renewed with the same terms and a due date of
December 31, 2008.
On
February 28, 2006 Affinity Financial Group, Inc. invoiced the company $25,000
for consulting fees related to the possible merger with Dental
Spas. The balance due was paid on December 15th, 2006.
On April
25, 2006 a note payable (Morden Note) was issued to a company director, Rex A.
Morden, for $10,000 loaned to the company. The Morden Note had an
interest rate of eight percent (8%) per annum and was due in full with all
accumulated interest on December 31, 2006. The principal amount of
this note was repaid on January 25, 2007.
On July
31, 2006 a note payable (Affinity Note) was issued to Affinity Financial Group,
Inc. for $7,500 loaned to the company. The Affinity Note had an
interest rate of ten percent (10%) per annum and had an original due date of
December 31, 2006. The principal amount of the note was paid in July,
2007 and subsequently accrued interest of $500 was paid, with a balance of $188
due and payable.
On
December 8th, 2006, the company entered into a letter of intent ("LOI") with The
World of Series of Golf, Inc., as a potential merger candidate. In
accordance with the terms of the LOI, the company received a non-refundable
deposit in the amount of $50,000. The agreement expired on March 8th,
2007. The company never received a response to notices, and the
proposed transaction was never consummated. The agreement was
terminated as outlined in the terms of the agreement.
On March
9, 2007 the Company entered into a letter of intent (“LOI”) with M633, Inc., as
a potential merger candidate. In accordance with the terms of the
LOI, the Company received a non-refundable deposit in the amount of
$100,000. The “LOI” expired on June 9th,
2007. However, on June 25, 2007 the Company agreed to extend the
proposed closing date to September 30, 2007. The extension was
subject to an additional non-refundable deposit of $25,000 being paid to the
Company on or before July 31, 2007. The Company received an initial
payment of $5,000 towards the extension on June 26, 2007. The
remaining balance was never received and the proposed extension was never
consummated and the “LOI” agreement was terminated as outlined in the terms and
conditions of the agreement on August 2, 2007.
On March
9, 2007 the Company entered into a finder's fee agreement with Capital Media
Partners, LLC. Mobile Nation paid a fee of $25,000 in connection with the
proposed merger with M633, Inc., the Company recorded this transaction as a
merger expense.
On
December 28, 2007 a note payable (Affinity Note) was issued to Affinity
Financial Group, Inc. for the $25,000 unpaid portion of the $50,000 short term
advance to the Company in August, 2007. The Note has an interest rate
of ten percent (10%) per annum is unsecured and due on or before December 31,
2008. As an inducement to payoff, the note interest was waived and
the note was paid in full in February 2008.
On
February 8, 2008 a note payable (Gilluly Note) was issued to a Company director,
C.W. Gilluly, for $15,000 loaned to the Company. The Gilluly Note has
an interest rate of 12% per annum, is unsecured and has a due date of December
31, 2008.
On
February 12, the Company’s President Rex A. Morden tendered his
resignation. Dr. C. W. Gilluly assumed the position of interim
President and CEO, with Chancey White acting as the principle accounting
officer.
On April
28, 2008 the annual meeting of the shareholders was held. The
majority shareholders elected C.W. Gilluly as Chairman of the board of
directors, and Ms. Chancey White and Dr. Gilluly were re-elected as Officers and
Directors for the coming year.
The
original Articles of Incorporation of the Company authorized the issuance of
twenty million (20,000,000) shares of common stock. Currently, there
are twenty million (20,000,000) shares of common stock at par value of $0.001
per share. The Articles of Incorporation of the Company, subsequently
amended in March 1999, authorized the issuance of ten thousand (10,000) shares
of preferred stock at par value of $40.00 per share.
Business
of Issuer
The
Company is currently assessing various options and strategies. The
analysis of new businesses opportunities and new business strategies will be
undertaken by the board and senior management. In analyzing
prospective business opportunities, management will consider, to the extent
applicable, the available technical, financial and managerial resources of any
given business venture. Management will also consider the nature of
present and expected competition; potential advances in research and development
or exploration; the potential for growth and expansion; the likelihood of
sustaining a profit within given time frames; the perceived public recognition
or acceptance of products, services, trade or service marks; name
identification; and other relevant factors.
The
Company anticipates that the results of operations of a specific business
venture may not necessarily be indicative of the potential for future earnings
which may be impacted by a change in marketing strategies, business expansion,
modifying product emphasis, changing or substantially augmenting management, and
other factors.
A
decision to participate in a specific business opportunity will be made based
upon an analysis of the quality of the prospective business opportunity's
management and personnel, asset base, the anticipated acceptability of their
products or marketing concepts, the merit of a business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria.
Should
the Company pursue other potential business opportunities, it anticipates they
will be referred from various sources, including its officers and directors,
professional advisors, and its shareholders, who may present unsolicited
proposals. The Company does not plan to engage in any general
solicitation or advertising for a business opportunity, and would rely upon
personal contacts of its officers, as well as indirect associations with other
business and professional people. Management's reliance on "word of
mouth" may limit the number of potential business opportunities
identified. While it is not presently anticipated that the Company
will engage unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if management deems
it in the best interest of the Company. As of the filing date there
have been no discussions, agreements or understandings with any professional
advisors, financial consultants, broker - dealers or venture
capitalists. The Company's present intentions are to rely upon its
management and directors to affect those services normally provided by
professional advisors or financial consultants.
The
Company will not restrict its search to any particular business, industry, or
geographical location. Management reserves the right to evaluate and
enter into any type of business in any location. In seeking a
business venture, the decision of management will not be controlled by an
attempt to take advantage of any anticipated or perceived appeal of a specific
industry, management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation. The
Company may participate in a newly organized business venture or in a more
established business. Participation in a new business venture entails
greater risks since, in many instances, management of such a venture may not
have a proven track record; the eventual market for such venture's product or
services will likely not be established; and the profitability of the venture
will be untested and impossible to accurately forecast. Should the
Company participate in a more established venture that is experiencing financial
difficulty, risks may stem from the Company's inability to generate sufficient
funds to manage or reverse the circumstances causing such financial
problems.
If
management decides to pursue a merger or acquisition, the Company will be
dependent on the nature of the business and the interest
acquired. The Company is unable to determine at this time whether the
Company will be in control of the business or whether present management will be
in control of the Company following the acquisition. It may be
expected that the business will present various risks, which cannot be predicted
at the present time. If appropriate opportunities present themselves,
the Company would acquire businesses, technologies, services or product(s) that
the Company believes are strategic.
The
Company is currently seeking to find a suitable business
combination. However, there can be no assurance that the Company will
be successful in completing a transaction or able to identify, negotiate or
finance future acquisitions successfully, or to integrate such acquisitions with
its current business. The process of integrating an acquired
business, technology, service or product(s) into the Company may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for ongoing development
of the Company's business. Moreover, there can be no assurance that
the anticipated benefits of any acquisition will be realized. Future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's business, results of operations and financial
condition.
Any
future acquisitions of other businesses, technologies, services or product(s)
might require the Company to obtain additional equity or debt financing, which
might not be available on terms favorable to the Company, or at all, and such
financing, if available, might be dilutive.
Employees
As of the
date hereof, Mobile Nation, Inc. is not a party to any material legal
proceedings, and none are known to be contemplated against Mobile Nation,
Inc.
On
February 16, 2005 the Company's Board of Directors, comprising a majority of the
company's voting shares, approved a 10 to 1 reverse stock split. The
par value of the common stock was not affected by these splits and remains at
$.001 per share.
Market
Information
The
common stock of the Company is currently quoted on the OTC Bulletin Board Pink
Sheets under the stock symbol: MTNT. There has been little or no
trading activity and the market for the Company's Common Stock is extremely
limited at present. The quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions.
| Quarterly
period |
High
|
Low
|
| 2007: |
|
|
|
| |
First Quarter
(January 1 - March 31) |
3.00
|
1.05
|
| |
Second Quarter
(April 1 - June 30) |
3.00
|
1.05
|
| |
Third Quarter (July
1 - September 30) |
3.00
|
1.05
|
| |
Fourth Quarter
(October 1 - December 31) |
1.05
|
0.35
|
| 2008: |
|
0.35
|
0.35
|
| |
First Quarter
(January 1 - March 31) |
0.35
|
0.35
|
Holders
The
number of holders of record of common stock as of May 18, 2008 was seven hundred
sixty (760).
Dividends
Holders
of common stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of
dividends. No dividends have been paid on our common stock, and we do
not anticipate paying any dividends on our common stock in the foreseeable
future.
Recent
Sales of Unregistered Securities
On July
3, 2003, the Board and shareholders of Wolfstone effected a 1-for-50- share
reversal resulting in a total of 73,500 shares of common stock outstanding
remaining in Wolfstone. Additionally, the Board issued 4,000,000
shares of common stock to Mobile Nation, Inc. in anticipation of a proposed
merger of the two companies. The proposed merger that caused the
issuance of the 4,000,000 shares of common stock to Mobile Nation was rescinded
in October 2003, and 3,520,000 shares of common stock were returned to the
treasury and cancelled.
At this
same time, in October, 2003, five of the directors tendered their
resignations. A new director was added to the remaining two-man Board
of Directors to pursue alternative business opportunities, a 10-for-1 stock
split was affected and members of the Board of Directors retained the 480,000
pre- stock split shares (4,800,000 post split shares) of restricted common stock
for management services rendered and to be rendered over the balance of the
calendar year in pursuing and assessing various options and strategies for the
Company.
This
report contains forward-looking statements, including among others:
You can
identify forward-looking statements generally by the use of forward- looking
terminology such as "believes," "expects," "may," "will," "intends,"
"plans," "should," "could," "seeks," "pro forma," "anticipates," "estimates,"
"continues," or other variations thereof, including their use in the negative,
or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the
captions "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and "Description of Business," as well as
captions elsewhere in this report. A number of factors could cause
results to differ materially from those anticipated by forward-looking
statements, including those discussed under "Risk Factors" and "Description of
Business."
These
forward-looking statements necessarily depend upon assumptions and estimates
that may prove to be incorrect. Although we believe that the
assumptions and estimates reflected in the forward-looking statements are
reasonable, we cannot guarantee that we will achieve our plans, intentions or
expectations. The forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results to
differ in significant ways from any future results expressed or implied by the
forward- looking statements.
General
Mobile
Nation will continue to devote the major portion of its resources to developing
a business strategy to either purchase or merge with a business enterprise that
will benefit the Company. There can be no assurance that we will have
or create the ability to manage our operations, including the amount and timing
of capital expenditures and other costs relating to the expansion of our
operations, compete with the introduction and development of different or more
extensive communities by direct and indirect competitors, including those with
greater financial, technical and marketing resources, and overcome our inability
to attract, retain and motivate qualified personnel and address general economic
conditions.
The
Company has not achieved profitability to date and we anticipate that we will
continue to incur losses for the foreseeable future. As of our fiscal
years ending March 31, 2008 and 2007, we had an accumulated deficit of
approximately $408,662 and $450,893 respectively. There can be no
assurances that we can achieve or sustain profitability or that our operating
losses will not increase in the future.
We are
currently assessing various options and strategies. The analysis of
new businesses opportunities and evaluating new business strategies will be
undertaken by or under the supervision of our President. In analyzing
prospective businesses opportunities, management will consider, to the extent
applicable, the available technical, financial and managerial resources of any
given business venture. Management will also consider the nature of
present and expected competition; potential advances in research and development
or exploration; the potential for growth and expansion; the likelihood of
sustaining a profit within given time frames; the perceived public recognition
or acceptance of products, services, trade or service marks; name
identification; and other relevant factors. We anticipate that the
results of operations of a specific business venture may not necessarily be
indicative of the potential for future earnings, which may be impacted by a
change in marketing strategies, business expansion, modifying product emphasis,
changing or substantially augmenting management, and other factors.
We will
analyze all relevant factors and make a determination based on a composite of
available information, without reliance on any single factor.
The
period within which we will decide to participate in a given business venture
cannot be predicted and will depend on certain factors, including the time
involved in identifying businesses, the time required us to complete our
analysis of such businesses, the time required to prepare appropriate
documentation and other circumstances.
Results
of Operations
The
Company has not generated any revenues from operations since its inception on
March 15, 1990. We have scaled operations down to a minimum and we
are now actively searching for a merger candidate and/or a significant
acquisition.
In our
opinion, we do not have the available funds to satisfy our working capital
requirements and we need to raise additional capital to conduct our
operations. Such additional capital may be raised through public or
private financing as well as by borrowings and other sources. We
cannot guarantee that additional funding will be available on favorable terms,
if at all. If adequate funds are not available, we may have to
contemplate a plan of reorganization and/or liquidation in the event that we do
not acquire financing.
We are
not currently conducting any research and development activities, other than the
search for a merger candidate. We do not anticipate conducting any
other such activities in the foreseeable future. We also do not
currently plan to expend any significant funds on capital expenditures or hiring
of additional employees within the next twelve months.
Liquidity
and Capital Resources
We have
little or no cash available to operate and will rely on the current officers and
directors to provide monies as needed to maintain our operations as we seek and
evaluate business opportunities.
We have
limited other financial resources available, which continue to have an adverse
impact on our liquidity, activities and operations. These limitations
have adversely affected our ability to pursue certain projects and additional
business opportunities. Without realization of additional capital, it
would be unlikely for us to continue as a going concern. Additional
working capital may be sought through additional debt or equity private
placements, additional notes payable to banks or related parties (officers,
directors or stockholders), or from other available funding sources at market
rates of interest, or a combination of these. The ability to raise
necessary financing will depend upon many factors, including the nature and
prospects of any business to be acquired and the economic and market conditions
prevailing at the time financing is sought. No assurances can be
given that the necessary financing can be obtained on favorable terms - if at
all.
Effect
of Inflation
Inflation
did not have any significant effect on the operations of the Company during the
fiscal years ended March 31, 2007 and 2008. Further, inflation is not expected
to have any significant effect on the future operations of the
Company.
Impact
of New Accounting Pronouncements
During
the past several fiscal years, there were several new accounting pronouncements
issued by the Financial Accounting Standards Board (FSAB), the most recent of
which was Statements on Financial Accounting Standards (SFAS) No. 162, The
Hierarchy of Generally Accepted Accounting Principles and SFAS No. 163,
Accounting for Financial Guarantee Insurance Contracts – an interpretation of
FASB Statement No. 60. Each of these pronouncements, as applicable,
has been or will be adopted by the Company. Management does not
believe the adoption of any of these accounting pronouncements has had or will
have a material impact on the Company's financial position or operating
results.
Risk
Factors
An
investment in our common stock involves a high degree of risk. In
addition to the other information in this document, you should carefully
consider the following risk factors before deciding to invest in shares of our
common stock. If any of the following risks actually occurs, it is
likely that our business, financial condition and operating results would be
harmed. As a result, the trading price of our common stock could
decline, and you could lose part or all of your investment.
We have
no history of significant revenues, have incurred recurring losses, and expect
to continue to incur losses in the future and may never achieve
profitably.
We have
no history of significant revenues, have not been profitable and may experience
continued losses. Historically, we have relied upon cash from
financing activities to fund all of the cash requirements of our activities and
have incurred significant losses and experienced negative cash
flow. As of our fiscal year ended March 31, 2008, we had an
accumulated deficit of $408,662. We cannot predict when we will
become profitable or if we ever will become profitable, and we may continue to
incur losses for an indeterminate period of time and may never achieve or
sustain profitability.
Our
independent auditors have issued a report questioning our ability to continue as
a going concern. This report may impair our ability to raise
additional financing and adversely affect the price of our common
stock.
The
report of our independent auditors contained in our financial statement for the
fiscal year ended March 31, 2008 includes a paragraph that explains that we have
incurred substantial losses and have a working capital deficit. This
report raises substantial doubt about our ability to continue as a going
concern. A report of independent auditors questioning a company's
ability to continue as a going concern is generally viewed unfavorably by
analysts and investors. This report may make it difficult for us to
raise additional debt or equity financing. We urge potential
investors to review this report before making a decision to invest.
Our
common stock price is subject to significant volatility, which could result in
substantial losses for investors and in litigation against us.
The stock
market as a whole and individual stocks historically have experienced extreme
price and volume fluctuations that often have been unrelated to the performance
of the related corporations. The market price of our common stock may
exhibit significant fluctuations in the future in response to various factors,
many of which are beyond our control and which include:
|
·
|
variations
in our quarterly operating results, which variations could result from,
among other things, changes in the needs of one or more of our
customers;
|
|
·
|
changes
in market valuations of similar companies and stock market price and
volume fluctuations generally;
|
|
·
|
economic
conditions specific to the industries in which we
operate;
|
|
·
|
future
sales of our common stock or other debt or equity
securities.
|
Because
we are subject to the "Penny Stock" rules, the level of trading activity in our
stock may be reduced.
Broker-dealer
practices in connection with transactions in "penny stocks" are regulated by
penny stock rules adopted by the Securities and Exchange Commission
(SEC). Penny stocks, like shares of our common stock, generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on
Nasdaq).
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker- dealer is the sole market maker, the broker- dealer must
disclose this fact and the broker-dealer's presumed control over the market, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, broker- dealers who sell these
securities to persons other than established customers and "accredited
investors" must make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. Consequently, these requirements may
have the effect of reducing the level of trading activity, if any, in the
secondary market for a security subject to the penny stock rules, and investors
in our common stock may find it difficult to sell their shares. Because our
stock is not listed on a national securities exchange, you may find it difficult
to dispose of or obtain quotations for our common stock.
Our common stock trades
under the symbol "MTNT" on the OTC Bulletin Board(R) Pink
Sheets. Because our stock trades on the OTC Bulletin Board(R) Pink
Sheets, rather than on a national securities exchange, you may find it difficult
to either dispose of, or to obtain quotations as to the price of, our common
stock.
CONTENTS
Turner
Stone & Company, LLP
12700
Park Central Drive
Suite
1400
Board of
Directors and Stockholders
Mobile
Nation, Inc.
Las
Vegas, Nevada
We have
audited the accompanying balance sheet of Mobile Nation, Inc., (the Company) (a
development stage company) as of March 31, 2008, and the related statements of
operations, stockholders' deficit, and cash flows for the years ended March 31,
2008 and 2007 and for the period March 15, 1990 (inception) through March 31,
2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mobile Nation, Inc., at March 31,
2008, and the results of its operations and cash flows for the above referenced
periods in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no business operations and has a net
working capital deficiency, both of which raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Certified
Public Accountants
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash
|
$ |
8,686 |
|
|
Total
assets
|
$ |
8,686 |
|
|
|
|
|
|
|
Liabilities
and Stockholders’ Deficit
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Accrued
interest payable, a related party
|
$ |
24,814 |
|
|
Notes
payable, directors
|
|
40,000 |
|
|
Notes
payable, AFG, a related party
|
|
55,000 |
|
|
Convertible
note payable, AFG a related party
|
|
75,000 |
|
|
Total
current liabilities
|
|
194,814 |
|
|
Commitments
and contingencies (Note 3)
|
|
|
|
|
|
|
|
|
|
Stockholders’
deficit:
|
|
|
|
|
Preferred
stock, 10,000 shares authorized, no shares issued and outstanding, no
rights or privileges designated
|
|
- |
|
|
Common
stock, $.001 par value, 20,000,000 shares authorized, 573,500 shares
issued and outstanding
|
|
574 |
|
|
Additional
paid-in capital
|
|
221,960 |
|
|
Deficit
accumulated during the development stage
|
|
(408,662 |
) |
|
Total
stockholders’ deficit
|
|
(186,128 |
) |
|
Total
liabilities and stockholders’ deficit
|
$ |
8,686 |
|
The
accompanying notes are an integral part of the financial
statements.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
AND
FOR THE PERIOD MARCH 15, 1990 (INCEPTION)
|
|
|
2008
|
|
|
2007
|
|
|
Cumulative
from Inception
|
|
|
Revenues
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
22,930 |
|
|
|
22,432 |
|
|
|
429,023 |
|
|
Operating
loss
|
|
|
(22,930 |
) |
|
|
(22,432 |
) |
|
|
(429,023 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger
fee income
|
|
|
105,000 |
|
|
|
50,000 |
|
|
|
165,000 |
|
|
Merger
fee expense
|
|
|
(25,000 |
) |
|
|
(5,000 |
) |
|
|
(80,000 |
) |
|
Interest
expense
|
|
|
(14,839 |
) |
|
|
(18,486 |
) |
|
|
(64,639 |
) |
|
Total
other income
|
|
|
65,161 |
|
|
|
26,514 |
|
|
|
20,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) before provision for income taxes
|
|
|
42,231 |
|
|
|
4,082 |
|
|
|
(408,662 |
) |
|
Provision
for income taxes
|
|
|
(14,359 |
) |
|
|
(1,388 |
) |
|
|
|
|
|
Federal
income tax benefit for
utilization of net operating
loss carry forwards
|
|
|
14,359 |
|
|
|
1,388 |
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
42,231 |
|
|
$ |
4,082 |
|
|
$ |
(
408,662 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
573,500 |
|
|
|
573,500 |
|
|
|
|
|
|
Diluted
|
|
|
869,796 |
|
|
|
869,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.07 |
|
|
$ |
0.01 |
|
|
|
|
|
|
Diluted
|
|
$ |
0.06 |
|
|
$ |
0.01 |
|
|
|
|
|
The
accompanying notes are an integral part of the financial
statements.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF STOCKHOLDERS' DEFICIT
FOR
THE PERIOD MARCH 15, 1990 (INCEPTION)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
|
|
|
|
Total
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
Balance
at March 15, 1990
|
|
|
$ |
|
|
40 |
|
$ |
- |
|
$ |
370 |
|
$ |
(295 |
) |
$ |
75 |
|
|
Common
stock issued for services
|
|
|
|
|
|
352 |
|
|
|
|
|
2,424 |
|
|
|
|
|
2,424 |
|
|
Acquire
oil and gas properties
|
|
7,000 |
|
|
280,000 |
|
|
493 |
|
|
1 |
|
|
82,807,828 |
|
|
|
|
|
83,087,829 |
|
|
Additional
capital contributed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,286 |
|
|
|
|
|
22,286 |
|
|
Fair
value of salaries donated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,500 |
|
|
|
|
|
151,500 |
|
|
Reclassify
common stock for repurchase obligation
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
(212,500 |
) |
|
|
|
|
(212,500 |
) |
|
Rescission
of oil and gas purchase:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock shares not returned in lieu of services
|
|
(7,000 |
) |
|
(280,000 |
) |
|
|
|
|
|
|
|
(82,804,200 |
) |
|
|
|
|
(83,084,200 |
) |
|
Cancellation
of repurchase obligation
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
212,500 |
|
|
|
|
|
212,500 |
|
|
Issuance
of preferred stock for services
|
|
1,100,000 |
|
|
2,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,200 |
|
|
Common
stock for services
|
|
|
|
|
|
|
|
27,741 |
|
|
28 |
|
|
9,972 |
|
|
|
|
|
10,000 |
|
|
Conversion
of preferred stock
|
|
(1,100,000 |
) |
|
(2,200 |
) |
|
44,874 |
|
|
45 |
|
|
2,155 |
|
|
|
|
|
|
|
|
Stockholder
advances contributed as additional paid in capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,725 |
|
|
|
|
|
22,725 |
|
|
Issuance
of shares for acquisition of Mobile Nation, Inc.
|
|
|
|
|
|
|
|
3,520,000 |
|
|
3,520 |
|
|
31,680 |
|
|
|
|
|
35,200 |
|
|
Common
stock for services
|
|
|
|
|
|
|
|
480,000 |
|
|
480 |
|
|
4,320 |
|
|
|
|
|
4,800 |
|
|
Shares
returned to treasury
|
|
|
|
|
|
|
|
(3,520,000 |
) |
|
(3,520 |
) |
|
(31,680 |
) |
|
|
|
|
(35,200 |
) |
|
Common
stock for services
|
|
|
|
|
|
|
|
20,000 |
|
|
20 |
|
|
1,980 |
|
|
|
|
|
2,000 |
|
|
Additional
capital contributed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600 |
|
|
|
|
|
600 |
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(378,704 |
) |
|
(378,704 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
573,500 |
|
|
574 |
|
|
221,960 |
|
|
(378,999 |
) |
|
(156,465 |
) |
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(75,976 |
) |
|
(75,976 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
573,500 |
|
|
574 |
|
|
221,960 |
|
|
(454,975 |
) |
|
(232,441 |
) |
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,082 |
|
|
4,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
573,500 |
|
|
574 |
|
|
221,960 |
|
|
(450,893 |
) |
|
(228,359 |
) |
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,231 |
|
|
42,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
573,500 |
|
$ |
574 |
|
$ |
221,960 |
|
$ |
(408,662 |
) |
$ |
(186,128 |
) |
The
accompanying notes are an integral part of the financial
statements.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
AND
FOR THE PERIOD MARCH 15, 1990 (INCEPTION)
|
|
2008
|
|
2007
|
|
Cumulative
from
Inception
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
income (loss)
|
$ |
42,231 |
|
$ |
4,082 |
|
$ |
(408,662 |
) |
|
Adjustment
to reconcile net income (loss)
|
|
|
|
|
|
|
|
|
|
|
to
net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
Fair
value of salaries donated as capital
|
|
|
|
|
|
|
|
151,500 |
|
|
Common
stock issued for services
|
|
|
|
|
|
|
|
25,053 |
|
|
(Increase)
decrease in prepaid expenses
|
|
25,000 |
|
|
(25,000 |
) |
|
|
|
|
Increase
(decrease) in accounts payable
|
|
|
|
|
(2,500 |
) |
|
|
|
|
Increase
(decrease) in accrued interest payable
|
|
(24,986 |
) |
|
18,587 |
|
|
24,814 |
|
|
Increase
(decrease) in non-refundable deposits
|
|
(100,000 |
) |
|
|
|
|
(100,000 |
) |
|
Net
cash used in operating activities
|
|
(57,755 |
) |
|
(4,831 |
) |
|
(307,295 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Advances
to former stockholders
|
|
|
|
|
|
|
|
(14,018 |
) |
|
Repayment
of advances from former stockholders
|
|
|
|
|
|
|
|
14,018 |
|
|
Advances
from stockholders
|
|
|
|
|
|
|
|
22,725 |
|
|
Net
cash provided by investing activities
|
|
- |
|
|
- |
|
|
22,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from contributed capital
|
|
|
|
|
|
|
|
23,256 |
|
|
Proceeds
from non-refundable deposits
|
|
|
|
|
100,000 |
|
|
100,000 |
|
|
Proceeds
from notes payable, AFG
|
|
60,000 |
|
|
7,500 |
|
|
142,500 |
|
|
Repayment
of notes payable, AFG
|
|
(67,500 |
) |
|
(12,500 |
) |
|
(87,500 |
) |
|
Proceeds
from convertible note payable, AFG
|
|
|
|
|
|
|
|
77,700 |
|
|
Repayments
of convertible note payable
|
|
|
|
|
|
|
|
(2,700 |
) |
|
Proceeds
from note payable, directors
|
|
15,000 |
|
|
10,000 |
|
|
82,500 |
|
|
Repayment
of notes payable, directors
|
|
|
|
|
(42,500 |
) |
|
(42,500 |
) |
|
Proceeds
from advance, AFG
|
|
25,000 |
|
|
|
|
|
25,000 |
|
|
Repayment
from advance, AFG
|
|
(25,000 |
) |
|
|
|
|
(25,000 |
) |
|
Net
cash provided by financing activities
|
|
7,500 |
|
|
62,500 |
|
|
293,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
(50,255 |
) |
|
57,669 |
|
|
8,686 |
|
|
Cash
at beginning of period
|
|
58,941 |
|
|
1,272 |
|
|
|
|
|
Cash
at end of period
|
$ |
8,686 |
|
$ |
58,941 |
|
$ |
8,686 |
|
Supplemental
Schedule of Non-Cash Investing and Financing Activities
|
|
2008
|
|
2007
|
|
Cumulative
from Inception
|
|
|
Stockholder
advances forgiven and converted to additional paid-in
capital
|
$ |
|
|
$ |
|
|
$ |
22,725 |
|
|
Issuance
of preferred stock in exchange for services (converted to common
stock)
|
|
|
|
|
|
|
|
2,200 |
|
The
accompanying notes are an integral part of the financial
statements.
Organization
and business
Mobile
Nation, Inc. (the Company) was incorporated in the state of Delaware on March
15, 1990 under the name Integrated Direct, Inc. (IDI). IDI operated a
direct mail business until it filed for protection under Chapter 11 of the
bankruptcy code on September 22, 1992. On June 8, 1994, the case was
converted to Chapter 7 and on December 17, 1998 IDI was discharged from its
debts and it emerged from bankruptcy. On February 23, 1999, IDI
reincorporated in the state of Nevada and issued 40 common stock shares in
exchange for all of the 5,905,735 common stock shares of IDI, effecting a 20 to
1 reverse stock split and changing its domicile from Delaware to
Nevada. On that date, IDI changed its name to Wolfstone Corporation
(Wolfstone). There were no assets or liabilities of IDI prior to this
transaction. Between April 1999, and August 2003, Wolfstone attempted
three merger/acquisitions but was not able to raise sufficient capital to
support the transactions. In June 2003, an attempted merger with
Mobile Nation, Inc. was established by issuing 4,000,000 shares of common
stock. Mobile Nation, Inc.’s management assumed substantial control
of Wolfstone and the Company’s name was changed to Mobile Nation,
Inc. In October 2003, the parties in the above transaction returned
3,520,000 securities issued with no claims or rights to the assets optioned in
the original plan, effectively rescinding the transaction. The
Company is in the development stage and is currently assessing various business
options and strategies.
Business
combinations and subsequent rescission
During
April 1999, the Company acquired oil and gas properties through two subsidiaries
in transactions accounted for as purchases as described below. In
both acquisitions, the purchase price was allocated to the fair values of the
assets acquired with no portion of the purchase price allocated to
goodwill.
The
Company acquired 100% of the outstanding common stock of Texas International
Petroleum, Inc. (TIP), a Texas corporation, on April 3, 1999, in exchange for
2,000,000 common stock shares and 2,000 Class B preferred shares valued at $40
per share. TIP owned oil and gas properties.
TIP
acquired 100% of the outstanding common stock of Subsurface Energy Corp. (SEC),
a Texas corporation, on April 9, 1999 in exchange for 1,628,727 TIP Class A
preferred convertible shares valued at $20 per share and 5,000 Class B preferred
shares of the Company valued at $40 per share. The conversion rate
was 1:1 and entitled the stockholder to convert into common stock shares of the
Company.
On June
6, 1999, stockholders of the TIP Class A preferred stock converted their shares
into 1,628,727 shares of the Company's common stock. However, the
Company was not able to raise sufficient capital to support the planned drilling
program involving the oil and gas properties acquired and formal oil and gas
operations were never commenced. As a result, in April 2000, the
parties to the above purchase transactions entered into an agreement to rescind
the purchase transactions with all securities issued by the Company being
returned to the Company and the oil and gas properties acquired being returned
to TIP and SEC with no claims or rights to the oil and gas
properties.
In June
2003, 4,000,000 shares of common stock were issued in a merger/acquisition with
Mobile Nation, Inc. On July 23, 2003, the Board of Directors
consummated the merger and changed the name to Mobile Nation, Inc. In
connection with this merger, the Board authorized a 50 to 1 reverse split of its
common stock. In September 2003, Mobile Nation was unable to raise
sufficient capital to secure key assets essential to the merger and, on October
13, 2003, 3,520,000 shares were returned with no claims or rights.
Asset
Purchase Agreement and subsequent termination
On May 4,
2004, the Company entered into an Asset Purchase Agreement (Agreement)pursuant
to Section 363 of the United States Bankruptcy Code to purchase the Assets of
Lodging & Gaming Systems, Inc. (LGS) and Gamet Technologies, Inc.
(GAMET). Both companies are incorporated in the State of
Nevada. LGS and GAMET are in the business of developing,
manufacturing and selling software technologies for casino management systems
and operations.
On
December 29, 2003, LGS and GAMET (collectively referred to as Debtor) filed
voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Nevada.
On July
23, 2004, upon completing extensive due-diligence the Company terminated the
Asset Purchase Agreement dated May 4, 2004 between GAMET Technology, Inc. and
Lodging & Gaming Systems, Inc.
Potential
Merger and Acquisition Candidates
On
October 7, 2005, the Company entered into a letter of intent ("LOI") with a
potential merger candidate. In accordance with the terms of the LOI the Company
received a non-refundable deposit in the amount of $10,000. The proposed
transaction was never consummated. The agreement was terminated after a 30 day
time period as outlined in the terms of the agreement. Because the Company
incurred no expenses related to the transaction, the amount was recorded as
other income.
On
February 27, 2006, the Company entered into a letter of intent ("LOI") with
Dental Spas LLC., (Dental Spas) as a potential merger candidate. Pursuant to the
terms of the agreement the "LOI" expired on May 1, 2006. The proposed
transaction
was never consummated. The agreement was terminated as outlined in the terms of
the agreement.
On
December 8, 2006, the Company entered into a letter of intent ("LOI") with The
World Series of Golf, Inc., as a potential merger candidate. The Company
received a non-refundable deposit in the amount of $50,000. The agreement "LOI"
expired on March 8th, 2007. The proposed transaction was never consummated. The
agreement was terminated as outlined in the terms of the agreement.
On March
9, 2007 the Company entered into a letter of intent (“LOI”) with M633, Inc., as
a potential merger candidate. In accordance with the terms of the
LOI, the Company received a non-refundable deposit in the amount of
$100,000. The “LOI” expired on June 9,
2007. However, on June 25, 2007 the Company agreed to extend the
proposed closing date to September 30, 2007. The extension was
subject to an additional non-refundable deposit of $25,000 being paid to the
Company on or before July 31, 2007. The Company received an initial
payment of $5000 towards the extension on June 26, 2007. The
remaining balance was never received and the proposed extension was never
consummated and the “LOI” agreement was terminated as outlined in the terms and
conditions of the agreement on August 2, 2007.
On March
9, 2007 the Company entered into a finder's fee agreement with Capital Media
Partners, LLC. Mobile Nation paid a fee of $25,000 in connection with the
proposed merger with M633, Inc., the Company recorded this transaction as a
merger expense.
On May
20, 2008, the Company entered into a Share Purchase Agreement with Mongsource
USA, LLC (“Mongsource USA”), under which Mongsource USA agreed to purchase, and
the Company agreed to sell, an aggregate of 19,426,500 shares of common stock of
Mobile Nation, Inc for a purchase price of $200,000, or $0.0103 per share. The
transaction is expected to close on or before July 31, 2008.
Basis
of Presentation
Going
Concern
These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern that contemplates the
realization of assets and the satisfaction of liabilities and commitments in the
normal course of business. As of March 31, 2008, the Company has not
recognized any substantial revenue to date and has accumulated operating losses
of $408,662 since its inception. The Company's ability to continue as
a going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. Management plans to raise equity capital to finance the
operating and capital requirements of the Company. Amounts raised
will be used for further development of the Company's products, to provide
financing for marketing and promotion, to secure additional property and
equipment, and for other working capital purposes. While the Company
is expending its best efforts to achieve the above plans, there is no assurance
that any such activity will generate funds that will be available for
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. These financial
statements do not include any adjustments that might arise from this
uncertainty. See Note 7 regarding the recent Share Purchase
Agreement.
Development
stage activities
Since the
Company's bankruptcy filing in September 1992, the Company has not conducted any
business operations. All of the Company's operating results and cash
flows reported in the accompanying financial statements from its inception are
considered to be those related to development stage activities and represent the
'cumulative from inception' amounts from its development stage activities
required to be reported pursuant to Statements of Financial Accounting Standards
(SFAS) No. 7, Development Stage Enterprises.
Management
estimates
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that effect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash
and cash flows
The
Company maintains its cash, which, at times, may exceed federally insured
limits.
At March
31, 2008, none of the Company's cash held in banks was in excess of FDIC
insurance coverage. The Company has not experienced any losses in
such accounts and it believes it is not exposed to any significant risks
affecting cash. For purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments purchased with original
maturities of less than three months to be cash equivalents.
Net
income (loss) per common share
In
accordance with Financial Accounting Standard No. 128, Earnings Per Share, basic
loss per common share is computed using the weighted average number of common
shares outstanding. Diluted earnings per share is computed using weighted
average number of common shares plus dilutive common share equivalents
outstanding during the period using the treasury stock method. Diluted loss per
share amounts reflect the maximum dilution that would have resulted from the
conversion of the convertible note payable (Note 4). Diluted loss per
share amounts are computed by dividing the net income (loss) by the weighted
average number of common stock shares outstanding plus the assumed conversion of
the convertible note payable, including the outstanding interest of $
7,963 into an equivalent number of common stock shares.
For the
years ended March 31, 2008 and 2007, basic income or loss per share amounts are
based on 573,500 weighted average shares of common stock
outstanding. For the years ending March 31, 2008 and 2007 the diluted
earnings per share amounts are based on 869,500 weighted average shares of
common stock outstanding.
2. CAPITAL
STRUCTURE DISCLOSURES
Preferred
Stock
Originally,
in connection with the Company's April 1999 acquisition of oil and gas
properties (Note 1), the Company designated 7,000 shares of Class B 5%
cumulative preferred stock, which were convertible into the Company's common
stock shares at a ratio of 3:1. The Class B stockholders had
liquidation preference over the common stockholders. However, with
the rescission of this acquisition in April 2000, these shares were
cancelled.
On
September 10, 2000, the Company issued 1,100,000 shares of convertible preferred
stock. The holders of the convertible preferred stock could convert
each such share of convertible preferred stock into 2 shares of common
stock. No other rights or preferences were
established. The obligation resulted from services performed in the
amount of $2,200 in connection with officers/directors maintaining and funding
the ongoing expenses of the Company. It was subsequently determined
that the preferred issuance, as approved in the minutes of the Company did not
fall within the authorized capital structure of the Company and the obligation
was restructured to match the intent of the preferred shares issuance, which
would have resulted in 55 preferred shares being issued. During the
year ended March 31, 2003, all convertible preferred stock was converted to
44,874 common stock shares and no preferred stock shares remain
outstanding.
Stock
options and warrants
As of
March 31, 2008 and during the period March 15, 1990 (inception) through March
31, 2008, the Company has not adopted any employee stock option plans and no
other stock options or warrants have been granted or issued.
3. COMMITMENTS
AND CONTINGENCIES
Leases
The
Company's office facilities are currently being provided without charge by a
Company director. The fair rental value of this space provided is not
material. At March 31, 2008, the Company was not obligated under any
non-cancelable operating or capital lease agreements.
Litigation
The
Company is subject to legal proceedings and claims which arise in the ordinary
course of its business. However, the Company is currently not a party
to any legal proceeding, pending or threatened.
4. RELATED
PARTY TRANSACTIONS
Advances
from stockholders/officers
During
the period March 15, 1990 (inception) through March 31, 2003, the Company
received a total of $22,725 of non-interest bearing advances from its
stockholders/officers. The advances were due upon demand as funds
were available and were unsecured. On March 31, 2003, all $22,725 of
these advances were contributed to the Company as additional paid-in
capital.
Notes
payable, directors
During
the year ended March 31, 2004, the Company received $50,000 from a
director. This note has an interest rate of 6% per annum, is
unsecured and had an original due date of December 31, 2005. On April
30, 2008, this note was renewed with the same terms and a due date of December
31, 2008. On March 12, 2007 a payment of $25,000 was made on the
principal amount. As of March 31, 2008, accrued interest payable
totaled $11,354.
On
February 8th, 2008 a note payable (Gilluly Note) was issued to a Company
director, C.W. Gilluly, for $15,000 loaned to the Company. The
Gilluly Note has an interest rate of 12% per annum, is unsecured and has a due
date of December 31, 2008. As of March 31, 2008, accrued
interest payable totaled $252.
During
the year ended March 31, 2005, the Company received $5,000 from the Company's
President and director. This note had an interest rate of 8% per
annum, was unsecured and had an original due date of December 31,
2005. On January 25, 2007, the principal amount of the note was paid
in full. At March 31, 2007, accrued interest payable totaled
$934. The $907 of interest was paid in May 2007 with $27 payable at
March 31, 2008.
In April
2006, the Company received $10,000 from the Company's president and
director. This note had an interest rate of 10% per annum, was
unsecured and was due on or before December 31, 2006. On January 25,
2007, the principal amount of the note was paid in full. At March 31,
2007, accrued interest payable totaled $600. The interest was paid in full in
May 2007.
Notes
payable, AFG
During
the year ended March 31, 2005, the Company received a total of $17,500 from
Affinity Financial Group, Inc. (AFG). AFG is wholly owned by Rex A.
Morden, a former director and officer of the Company. The notes have
an interest rate of 8% per annum, are unsecured and had an original due date of
December 31, 2005. April 30, 2008, this note was renewed with the same terms and
a due date of December 31, 2008. On January 25, 2007, a payment of $12,500 was
applied to the principal amount. Accrued interest paid during the
year totaled $983 with an accrued payable of $473 at March 31,
2008.
During
the year ended March 31, 2006, the Company received $50,000 from AFG in exchange
for a note payable. The note has an interest rate of 10% per annum,
is unsecured and due on or before December 31, 2006. On April 30,
2008, this note was renewed with the same terms and a due date of December 31,
2008. Accrued interest paid during the year totaled $6,582 with an
accrued payable of $4,557 at March 31, 2008.
On July
31, 2006, a note payable (Affinity Note) was issued to Affinity Financial Group,
Inc. for $7,500 loaned to the Company. The Affinity Note was at an
interest rate of ten percent (10%) per annum and had an original due date of
December 31, 2006, and then extended to December 31, 2007. The
principal amount of the note was paid in July, 2007 and subsequently accrued
interest of $500 was paid, with a balance of $188 due and payable at March 31,
2008.
On
December 28, 2007, a note payable (Affinity Note) was issued to Affinity
Financial Group, Inc. for the $25,000 unpaid portion of the $50,000 short term
advance to the Company in August, 2007. The Note bears an interest
rate of ten percent (10%) per annum is unsecured and due on or before December
31, 2008. As an inducement to payoff, the note interest was waived
and the note was paid in full in February 2008.
On March
9th, 2007, the Company entered into a finder's fee agreement with Capital Media
Partners, LLC. Mobile Nation paid a fee of $25,000 in connection with the
proposed merger with M633, Inc., the Company recorded this transaction as a
merger expense.
Convertible
note payable, AFG
During
the year ended March 31, 2004, the Company received $77,700 from AFG in exchange
for a convertible note payable. During the year ended March 31, 2005,
$2,700 of this amount was repaid. The Affinity Note is at an interest
rate of ten percent (10%) per annum and had an original due date of December 31,
2006. The note is unsecured, due upon demand and is convertible, at
the option of the holder, into common shares at 80% of the then current market
price at any time prior to the repayment of the principal and any accumulated
accrued interest. On April 30, 2008, the due date on this note was
extended to December 31, 2008. Accrued interest paid during the year
totaled $27,865 with an accrued payable of $7,963 at March 31,
2008.
5. INCOME
TAXES
The
Company recognizes deferred tax assets and liabilities based on the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. In addition, future tax benefits, such as those
from net operating loss carry forwards, are recognized to the extent that
realization of such benefits is more likely than not. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. At March 31, 2008 the Company had a
deferred tax asset totaling approximately $138,818 which relates to the
Company's cumulative net operating loss carry forward totaling approximately
$408,289 and timing differences relating to the deductibility of accrued
interest to related parties. This deferred tax asset has been fully
offset by a valuation allowance. The Company does not have any other
deferred tax assets or liabilities.
The Tax
Reform Act of 1986 imposed substantial restrictions of the utilization of net
operating loss and tax credit carry forwards in the event of an "ownership
change" as defined by the Section 382 of the Internal Revenue Code of 1986. If
the Company has an "ownership change" as defined by the Internal Revenue Code of
1986, the Company's ability to utilize the net operating losses could be
reduced.
A
reconciliation of income tax expense (benefit) at the statutory federal rate of
34% to income tax expense at the Company's effective tax rate for the years
ended March 31, 2008 and 2007 and for the period March 15, 1990 (inception)
through March 31, 2008 is as follows:
|
|
Year
Ended
|
|
Year
Ended
|
|
Period
March 15, 1990
(inception)
through
|
|
|
Tax
expense is as follows
|
$ |
14,359 |
|
$ |
1,388 |
|
$ |
(138,945 |
) |
|
(Decrease)
increase in valuation allowance
|
|
(14,359 |
) |
|
(1,388 |
) |
|
138,945 |
|
|
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
The
Company uses the accrual method of accounting for income tax reporting
purposes. At March 31, 2008, the significant components of the
Company's deferred tax asset are summarized as follows:
|
Deferred
tax assets:
|
|
|
|
Interest
on related party debt
|
$ |
5,045 |
|
|
Net
operating loss carry forwards
|
|
132,549 |
|
|
Other
|
|
1,351 |
|
|
Less
valuation allowance
|
|
(138,945 |
) |
|
Net
deferred tax asset
|
$ |
- |
|
6. RECENT
ACCOUNTING PRONOUNCEMENTS
There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (FASB) the most recent of which was Statement on Financial
Accounting Standards (SFAS) No. 163, Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60 and FAS
162, The Hierarchy of
Generally Accepted Accounting Principles. Each of these pronouncements,
as applicable, has been or will be adopted by the Company. Management does
not believe the adoption of any of these accounting pronouncements has had or
will have a material impact on the Company’s financial position or operating
results.
7. SUBSEQUENT
EVENTS
On May
20, 2008, the Company entered into a Share Purchase Agreement with Mongsource
USA, LLC (“Mongsource USA”), under which Mongsource USA agreed to purchase, and
the Company agreed to sell, an aggregate of 19,426,500 shares of common stock of
Mobile Nation, Inc for a purchase price of $200,000, or $0.0103 per share. The
transaction is expected to close on or before July 31, 2008.
On May
26, 2008, the Company paid the remaining principal balance of $25,000 due on a
note to C.W. Gilluly dated October 27, 2003. The interest remains unpaid and is
to be resolved on or before the proposed closing date of July 31, 2008 with
Mongsource USA.
On May
28th, 2008, the Company paid the principal amount owed AFG, Inc. on the
convertible note of $75,000. As an inducement, AFG, Inc. waived any and all
stock conversion rights to the remaining interest owed. The interest on the note
remains unpaid and is to be resolved on or before the proposed closing date of
July 31, 2008 with Mongsource USA.
None.
Our Chief
Executive Officer and Chief Financial Officer (our principal executive officer
and principal financial officer, respectively) have concluded, based on their
evaluation as of March 31, 2008, that the design and operation of our
"disclosure controls and procedures" (as defined in Rule 13a -15(e) under the
Securities Exchange Act of 1934, as amended, or the Exchange Act) were not
effective with respect to the Company’s Cash Flow Statement and related party
transactions. As of the date of this filling management has addressed this issue
to ensure that information required to be disclosed by us in the reports filed
or submitted by us under the Exchange Act is accumulated, recorded, processed,
summarized and reported to our management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding
whether or not disclosure is required.
During
the year ended March 31, 2008, there were no changes in our "internal controls
over financial reporting" (as defined in Rule 13a- 15(f) under the Exchange Act)
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.
None
The
following table sets forth the current officers and directors of Mobile Nation,
Inc.
|
Name
|
Age
|
Position
|
|
Christopher
William ("C.W.") Gilluly
|
62
|
President,
CEO, and Director
|
|
Chancey
White
|
34
|
Secretary,
Treasurer and Director
|
Director's
and Officer's Experience
Christopher
William ("C.W.") Gilluly, Director, Dr. Gilluly has extensive experience with
start-up, turnaround, and high-risk/high-growth companies. He has been the
Chairman, CEO and/or President of three publicly traded companies and three
privately held companies in industries ranging from high tech Internet
information to federal government contracting to biological weapons
defense. Additionally, Dr. Gilluly has in-depth, hands-on experience
with mergers and acquisitions and corporate restructuring. He holds a
B.S. in Mechanical Engineering from Marquette University, an M.A. in
Administration from Chapman College and an Ed.D. from Catholic University of
America.
Chancey
White, Secretary, Director, Ms. White began her professional career heading up
public relations and overseeing the daily operations for the corporate offices
of a publicly traded biotech company. Ms. White also handled public
relations, marketing strategies, and business development for The Effects
Network, a privately held Nevada corporation providing specialty design and
fabrications for the gaming, tourism, and entertainment
industries. Ms. White was the director of business development for
The Keith Companies, Inc. a NASDAQ listed engineering & consulting services
firm based on the west coast. Additionally Mrs. White was Vice
President of Plise Development and Construction, LLC, a Nevada based company
that specializes in the development and construction of professional/medical
office, warehouse and retail space. Most recently Ms. White
co-founded and launched Executive Health and Wellness Center a concierge medical
center in Las Vegas. Ms. White graduated from the University of
Nevada, Las Vegas majoring in Communications Studies and Public
Relations.
Directors
are elected in accordance with our bylaws to serve until the next annual
stockholders meeting. Mobile Nation, Inc. does not currently pay
compensation to directors for services in that capacity.
Officers
are elected by the board of directors and hold office until their successors are
chosen and qualified, until their death or until they resign or have been
removed from office. All corporate officers serve at the discretion
of the board of directors.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and
directors, and persons who beneficially own more than 10% of a registered class
of our common stock to file initial reports of ownership and reports of changes
in ownership with the Securities and Exchange Commission. These
officers, directors and stockholders are required by the Securities and Exchange
Commission regulations to furnish us with copies of all such reports that they
file.
Based
solely upon a review of copies of these reports furnished to us during 2004 and
thereafter, or written representations received by us from reporting persons
that no other reports were required, we believe that all Section 16(a) filing
requirements applicable to our reporting persons during 2008 were complied
with.
Board
Committees
Our board
of directors does not have an Audit Committee. In the absence of an
Audit Committee, the entire board of directors intends to satisfy the duties of
that committee.
Audit
Committee. We do not currently have an Audit Committee. In
addition, having no Audit Committee, we do not have an Audit Committee financial
expert. As a small, development-stage company, it has been
exceedingly difficult for us to attract an independent member of our board of
directors, who would qualify as an Audit Committee financial expert, to serve as
the sole member of the Audit Committee of our board of directors. We
plan to form an Audit Committee consisting solely of one or more independent
members of our board of directors, at least one of whom will qualify as an Audit
Committee financial expert under the rules and regulations of the Securities and
Exchange Commission, once we are able to identify and attract a satisfactory
candidate.
Code
of Ethics
We have
adopted a corporate code of ethics, which is applicable to our principal
officers. We believe that our code of ethics is reasonably designed
to deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of violations of our code of
ethics; and provide accountability for adherence to our code of
ethics.
As a
result of the Company's current limited available cash, no officer or director
received cash compensation during the fiscal year ended March 31, 2008. Mobile
Nation, Inc. intends to pay salaries when cash flow permits. The
Company currently does not have employment agreements with its executive
officers.
The
following table sets forth specified information concerning the beneficial
ownership of the Company's outstanding common stock as of May 26, 2008, by each
person known by Mobile Nation, Inc. to own beneficially more than 5% of the
outstanding common stock, by each of our directors and officers and by all of
our directors and officers as a group. Unless otherwise indicated
below, to our knowledge all persons listed below have sole voting and investment
power with respect o their shares of common stock except to
the extent that authority is shared by spouses under applicable
law. The number and percentage of shares beneficially owned also
assumes that shares of common stock to options and other rights that are
currently exercisable within 60 days of May 26, 2008 are deemed to be
outstanding and beneficially owned.
|
Name
and Address of
Beneficial Owner (1) (2)
|
|
Amount
of Common
Stock
and Nature of
Beneficial Owner
|
|
Percent
of Class of
Common Stock
|
|
Chancey
White - Secretary/Treasurer
|
|
450,515
|
|
78.56%
|
|
Dr.
C.W. Gilluly – President/CEO
|
|
20,000
|
|
3.49%
|
|
All
Officers and Directors as a group
|
|
470,515
|
|
82.00%
|
|
All
others as a group
|
|
103,500
|
|
18.00%
|
|
Total
|
|
573,500
|
|
100.00%
|
(1) The
address of each director and executive officer named in this table is c/o Mobile
Nation, Inc, 8464 W. Lake Mead Blvd., Las Vegas,
NV 89128. Dr. Gilluly and Ms. White are directors and
executive officers of Mobile Nation, Inc.
(2) Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Except as indicated by footnote, and subject
to community property laws where applicable, the persons named in the table
above have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them. Shares of common stock
subject to options currently exercisable or exercisable within 60 days after
January 6, 2003, are deemed to be outstanding in calculating the percentage
ownership of a person or group but are not deemed to be outstanding as to any
other person or group.
The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for
the resolution of such conflicts.
A note
payable (Affinity Note) was issued to Affinity Financial Group, Inc. for
$75,000, which was loaned to the Company in July 2003. The note has
an interest rate of ten percent (10%) per annum and is due in full with all
accumulated interest on December 31, 2008. The Affinity Note is
convertible, at the holder's option, into the Company's common stock at a
conversion rate of 80% market price of the stock at the time of the
conversion.
A note
payable (Gilluly Note) was issued to a company director, C.W. Gilluly
for $50,000 loaned to the company on October 27, 2003. The Gilluly
Note has an interest rate of six percent (6%) per annum and is due in full with
all accumulated interest on December 31, 2008. The principal amount
due was reduced to $25,000 on March 12, 2007.
On August
10, 2004, a note payable (Affinity Note) was issued to Affinity Financial Group,
Inc. for $5,000 loaned to the company. The Note has an interest rate
of eight percent (8%) per annum, is unsecured and has a due date of December 31,
2008.
On
September 24, 2004, a note payable (Morden Note) was issued to a company
director for $5,000 loaned to the company. The Morden Note had an
interest rate of eight percent (8%) per annum and was due in full with all
accumulated interest on December 31, 2007. The note and interest was
paid in full in May 2007.
On March
21, 2005 a note payable (Affinity Note) was issued to Affinity Financial Group,
Inc. for $17,500 loaned to the company. The Affinity Note has an
interest rate of eight percent (8%) per annum and is due in full with all
accumulated interest on December 31, 2008.
On
September 26, 2005, a note payable (Morden Note) was issued to a company
director for $2,500 loaned to the company. The Morden Note had an
interest rate of eight percent (8%) per annum and was due in full with all
accumulated interest on December 31, 2007. The note and interest was
paid in full in May 2007.
On
February 27, 2006, a note payable (Affinity Note) was issued to Affinity
Financial Group, Inc. for $50,000 loaned to the company. The Affinity
Note has an interest rate of eight percent (10%) per annum and is due in full
with all accumulated interest on December 31, 2008.
On April
25, 2006, a note payable (Morden Note) was issued to a company director for
$10,000 loaned to the company. The Morden Note had an interest rate
of eight percent (10%) per annum and was due in full with all accumulated
interest on December 31, 2006. The note and interest was paid in full in May
2007.
On July
31, 2006, a note payable (Affinity Note) was issued to Affinity Financial Group,
Inc. for $7,500 loaned to the company. The Affinity Note had an
interest rate of ten percent (10%) per annum and is due in full with all
accumulated interest on December 31, 2007. The note and interest was
paid in full in July 2007.
On
December 28, 2007, a note payable (Affinity Note) was issued to Affinity
Financial Group, Inc. for the $25,000 unpaid portion of the $50,000 short term
advance to the Company in August, 2007. The Note had an interest rate
of ten percent (10%) per annum was unsecured and due on or before December 31,
2008. As an inducement to payoff, the note interest was waived and
the note was paid in full in February 2008.
A note
payable (Gilluly Note) was issued to a Company director, C.W. Gilluly, for
$15,000 loaned to the Company on February 8th, 2008. The Gilluly Note
has an interest rate of 12% per annum, is unsecured and has a due date of
December 31, 2008.
(a) EXHIBITS.
The
following table shows the fees paid or accrued by Mobile Nation for the audit
and other services provided by Turner Stone & Company,
LLP.
|
|
2008
|
|
2007
|
|
Audit
Fees
|
$ |
20,195 |
|
$ |
18,518 |
|
Audit
- Related Fees
|
|
-- |
|
|
-- |
|
Tax
Fees
|
|
-- |
|
|
-- |
|
All
Other Fees
|
|
-- |
|
|
-- |
|
Total
|
$ |
20,195 |
|
$ |
18,518 |
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
| MOBILE
NATION, INC. |
|
| |
|
| Dated: June 16,
2008 |
|
| |
BY:
/s/
C.W.
GILLULY
|
| |
C.W.
Gilluly |
| |
President, Chief
Executive Officer, Director |
| |
(Principal Executive
Officer) |
| |
|
| Dated: June 16,
2008 |
|
| |
BY: /s/ CHANCEY
WHITE |
| |
Chancey
White |
| |
Secretary and
Treasurer, Director |
| |
(Principal
Accounting Officer) |
EXHIBITS
FILED WITH THIS REPORT ON FORM 10-KSB
|
EXHIBIT
NO.
|
DESCRIPTION |
| 31.1 |
Certification of the
Chief Executive Officer Required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
| 31.2 |
Certification of the
Chief Financial
Officer Required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
| 32.1 |
Certification of the
Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
| 32.2 |
Certification of the
Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
CERTIFICATION
I, C.W.
Gilluly, certify that:
1. I
have reviewed this annual report on Form 10-KSB of Mobile Nation,
Inc.
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report.
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report.
4. The
registrant's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) [language omitted pursuant to SEC Release
34-47986] for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b)
[Omitted pursuant to SEC Release 34-47986];
(c)
Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
5. The
registrant's other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
| Date: June 16,
2008 |
/s/ C.W.
GILLULY
|
| |
C.W.
Gilluly |
| |
Chief Executive
Officer |
| |
(Principal
Executive Officer)
|
CERTIFICATION
I,
Chancey White, certify that:
1. I
have reviewed this annual report on Form 10-KSB of Mobile Nation,
Inc.
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report.
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report.
4. The
registrant's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) [language omitted pursuant to SEC Release
34-47986] for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b)
[Omitted pursuant to SEC Release 34-47986];
(c)
Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
5. The
registrant's other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
| Date: June 16,
2008 |
/s/
CHANCEY
WHITE
|
| |
Chancey
White |
| |
Secretary and
Treasurer |
| |
(Principal
Accounting Officer)
|
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the annual report on Form 10-KSB of Mobile Nation, Inc. (the
"Company") for the annual period ended March 31, 2008 (the "Report"), the
undersigned hereby certifies in his capacity as Chief Executive Officer of the
Company, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
1. the
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
2. the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
| Dated: June 16,
2008 |
By: /s/
C.W.
GILLULY
|
| |
C.W.
Gilluly |
| |
Chief Executive
Officer |
| |
(Principal Executive
Officer) |
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the annual report on Form 10-KSB of Mobile Nation, Inc. (the
"Company") for the annual period ended March 31, 2008 (the "Report"), the
undersigned hereby certifies in his capacity as Chief Financial Officer of the
Company, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
1. the
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
2. the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
|
|
By: /s/
CHANCEY WHITE
|
| |
Chancey
White
|
| |
Secretary
and Treasurer
|
| |
(Principal
Accounting Officer)
|
