-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CCxLUWF/jo5BekAkFNamQjzXEclMVSR7fsLHdMaM4nVo70hBNwi23M2KUAhBjeAu 82Qt6qDFY9zZFLttH9ungA== 0000790273-04-000009.txt : 20040317 0000790273-04-000009.hdr.sgml : 20040317 20040317170550 ACCESSION NUMBER: 0000790273-04-000009 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOBILE NATION INC CENTRAL INDEX KEY: 0001083922 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28585 FILM NUMBER: 04676144 BUSINESS ADDRESS: STREET 1: 2475 ARDEN STREET STREET 2: XXX CITY: LAS VEGAS STATE: NV ZIP: 89102 MAIL ADDRESS: STREET 1: 2475 ARDEN STREET STREET 2: XXX CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: WOLFSTONE CORP DATE OF NAME CHANGE: 19991210 10QSB 1 mn10qsb.txt QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDING 12-31-04 ================================================================================ U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) [ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-28585 Mobile Nation, Inc. (formerly Wolfstone Corporation) (Name of small business issuer in its charter) Nevada 68-0427395 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2647 Douglas Circle Henderson, NV 89074 (Address of principal executive offices) Issuer's telephone number (including area code): (702) 914-9824 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the registrant's only class of common stock, $0.001 par value per share, was 4,735,000 (restated) on December 31, 2003 (after giving affect of the July 3, 2003 and November 14, 2003 stock splits) and 5,735,000 shares as of March 1, 2004. ================================================================================ 1 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Item 1. Financial Statements................................................3 Balance Sheet (unaudited)...........................................4 Statements of Operations (unaudited)................................5 Statements of Cash Flows (unaudited)................................6 Notes to Financial Statements.......................................6 Item 2. Management's Discussion and Analysis of Plan of Operation.......................................................7 Item 3. Controls and Procedures..............................................10 PART II. OTHER INFORMATION Item 1. Legal Proceedings..................................................10 Item 2. Changes in Securities and Use of Proceeds..........................10 Item 3. Defaults upon Senior Securities....................................11 Item 4. Submission of Matters to a Vote of Security Holders...............................................11 Item 5. Other Information..................................................11 Item 6. Exhibits and Reports on Form 8-K...................................12 Signatures...................................................................12 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS MOBILE NATION, INC (formerly Wolfstone Corporation) (A Development Stage Company) BALANCE SHEETS December 31, 2003 March 31, 2003 (unaudited) (audited) Assets Current assets: Cash $ 19,843 $ - Prepared Expenses 9,050 4,580 ----------- -------------- Total current assets 28,893 4,580 ----------- -------------- Total assets $ 28,893 $ 4,580 =========== ============== Liabilities and Shareholders' Deficit ------------------------------------- Current liabilities: Accounts payable, related party 309 - Accrued interest 4,245 - ----------- -------------- Total current liabilities 4,554 - ------------ -------------- Note payable, convertible, related party 75,000 - Note payable, related party 50,000 - ------------ -------------- Total liabilities 129,554 - ------------ -------------- Commitments and contingencies - - Shareholders' Deficit Preferred stock, par value $40.00 per share, 10,000 shares authorized; No shares issued and outstanding, respectively; no rights or - - privileges designated Common stock, par value $.001 per share, 20,000,000 shares authorized; 5,735,000 and 735,000 (restated) issued and outstanding, respectively 5,735 735 Additional paid-in capital 214,399 224,339 Deficit accumulated during the development stage (320,795) (220,554) ------------- ------------ Total shareholders' equity (deficit) (100,661) 4,580 ------------- ------------ Total liabilities and shareholders' equity $ 28,893 $ 4,580 ============= ============ The accompanying notes are an integral part of the financial statements 3 MOBILE NATION, INC (formerly Wolfstone Corporation) (A Development Stage Company) STATEMENTS OF OPERATIONS ------------------------ For the For the From Three months ended Nine months ended March 15, 1990 December 31, December 31, (Inception) to 2003 2002 2003 2002 December 31, 2003 --------- ---------- ----------- ---------- ================= (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ - $ - $ - $ - $ - Operating expenses: General and administrative 25,555 2,746 110,241 4,101 320,795 ------------ ----------- ------------ ---------- ----------- Total operating expenses 25,555 2,746 110,241 4,101 320,795 ------------ ----------- ------------ ---------- ----------- Loss before income taxes (25,555) (2,746) (110,241) (4,101) (320,795) ------------ ----------- ------------ ---------- ----------- Provisions for income taxes - - - - - ------------ ----------- ------------ ---------- ----------- Net loss (25,555) (2,746) (110,241) (4,101) (320,795) Net loss per share: Basic $ (0.01) $ (0.03) $ (0.03) $ (0.06) $ (1.35) Diluted $ (0.01) $ (0.01) $ (0.03) $ (0.01) $ (1.35) Weighted Shares Outstanding (restated) Basic 5,676,304 108,109 3,941,545 62,745 238,442 Diluted 5,676,304 418,109 3,941,545 372,745 238,442 The accompanying notes are an integral part of the financial statements.
4 MOBILE NATION, INC (formerly Wolfstone Corporation) (A Development Stage Company) STATEMENT OF CASH FLOWS For the For the From Nine Months Nine Months March 15, 1990 ended ended (Inception) to December 31, 2003 December 31, 2002 December 31, 2003 ------------------ ------------------ ------------------ (unaudited) (unaudited) (unaudited) Cash flows from operating activities: Net loss ($ 110,241) ($ 4,101) ($ 320,795) Adjustment to reconcile net loss to net cash used in operating activities: (Increase) decrease in prepaid expenses (4,470) - (9,050) Increase (decrease) in accounts payable, related party 309 (15,274) 309 Increase (decrease) in accrued interest 4,245 - 4,245 Fair value of salaries donated as capital - - 151,500 Common stock issued for services 5,000 10,000 23,253 -------------- ------------- ---------------- Net cash used in operating activities (105,157) (9,375) (150,538) Cash flows from investing activities : - - - Cash flows from financing activities : Note payable, convertible, related party 75,000 - 75,000 Note payable, related party 50,000 - 50,000 Contributed Capital - - 22,656 Advances form stockholders - 9,375 22,725 --------------- -------------- ----------------- Net cash provided by financing activities 125,000 9,375 170,381 Net increase in cash 19,843 - 19,843 Cash at beginning of period - - - ---------------- ------------------ ---------------- Cash at end of period $ 19,843 $ - $ 19,843 ================ ================= ================ Supplemental Schedule of Non-Cash Investing and Financing Activities ------------------------------------------- Fair value of salaries donated as capital $ - $ - $ 151,500 Issuance of common stock in exchange for services $ 5,000 $ 10,000 $ 23,253 Conversion of stockholder advances to additional paid-in capital $ - $ - $ 22,725 The accompanying notes are an integral part of the financial statements.
5 Mobile Nation, Inc (formerly Wolfstone Corporation) (a Development Stage Company) Notes Note 1 - Basis of Presentation The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended March 31, 2003 and notes thereto included in the Company's 10-KSB annual report. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Note 2 - 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 at December 31, 2003, the Company has not recognized revenue to date and has accumulated operating losses of approximately $321,000 since 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 to 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. Note 3 - Related party transactions The Company does not lease or rent any property. Office services are provided, without charge, by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. 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. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS Company History Our original business was to operate a direct mail business. Our original company name was Integrated Direct, Inc. (Integrated Direct), and was incorporated in the state of Delaware on March 15, 1990. 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, 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/acquisition transactions, however, Wolfstone was not able to raise sufficient capital to support any of the planned mergers/acquisition. In each instance, the parties agreed to rescind any transactions with all securities issued by the parties being returned. The last aborted merger/acquisition occurred in June 2003 between Wolfstone and Mobile Nation, Inc., (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, utilizing "advanced wireless" technologies. 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 Board consummating the merger transaction with Mobile Nation, Inc, the technology company, the Registrant 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. Members of the technology group continue to look for the resources from the limited holders of spectrum required to launch the operation. Because there can no assurance that the required spectrum will never be available, key technology principals moved on the other projects. At this same time in October, 2003, five of the then 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, the new director was granted 200,000 shares post stock split for services to be rendered for the balance of the calendar year. On October 27, 2003 a note payable was issued to a company director, C.W. Gilluly for $50,000 loaned to the company. The note is at an interest rate of six percent (6%) per annum and is due in full with accumulated interest on December 31, 2004. In connection with the rescission, a note payable issued to Affinity Financial Group, Inc.for $75,000 was assumed by the Company for proceeds expended in the reorganization effort of the Company by the former Mobile Nation. The note is at an interest rate of ten percent (10%) and is due in full with all accumulated interest on April 1, 2005. The 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. 7 Company Overview We were incorporated in the State of Nevada on March 15, 1990. Because there was no change in the stockholder ownership interests as a result of the previously filed bankruptcy proceeding, when we emerged from bankruptcy it did not qualify for fresh start accounting. Accordingly, we have a limited operating history upon which an evaluation of our current business and its prospects, can be based ---each of which must be considered in light of the risks, expenses and problems frequently encountered by all companies in the early stages of development, and particularly by such companies entering new and rapidly developing markets. We are considering various business plans and are currently developing other business strategies. There can be no assurance that we will have, or create, the ability to manage our operations, including the ability to meet 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 approaches to the market by direct and indirect our competitors, including those with greater financial, technical and marketing resources, or overcome our inability to attract, retain and motivate qualified personnel and address general economic conditions. We have not achieved profitability to date, and anticipate that we will continue to incur losses for the foreseeable future. As of December 31, 2003 we had an accumulated deficit of approximately $321,000. 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 the board and senior management. 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. Going Concern - We have experienced operating losses since our inception on March 15, 1990 through the period ended December 31, 2003. The financial statements have been prepared assuming we will continue to operate as a going concern that contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if we were unable to continue our operations. (See Financial Footnote 2) We believe we can provide enough funds to operate for the next twelve (12) months without the need to raise additional capital to meet its obligations in the normal course of business. 8 Results of Operations During the three month period ended December 31, 2003, we did not generate any revenues. In addition, we do not expect to generate any profit during the balance of the fiscal year ending March 31, 2004. In our most recent nine month operating period ended December 31, 2003, we did not generate any revenues. During the nine months ended December 31, 2003 we had no business activity and had a net loss of $(110,241) as compared to net loss ($4,101) for the same period ending December 31, 2002. For the Quarter ended December 31, 2003, the Company had a net loss of $(25,555) as compared to a net loss of $(2,746) for the same period last year. All of these expenses represented general and administrative expenses, particularly accounting and audit fees to maintain our reporting status, and accrued interest on note payable of $2,375 and $4,245 for the quarter and nine-month periods ended December 31, 2003, respectively. A substantial portion of these general and administrative expenses was for services rendered and to be rendered by the officers and directors in managing the affairs of the Company, paid for with 480,000 shares of the Company's common stock retained after the mutual cancellation of the wireless technology transaction, said services covering the period July through December, 2003 valued at $5,000. During the Quarter ended December 31, 2003, we contracted to merger with Mobile Nation, Inc., an agreement that was subsequently rescinded in August 2003. Since our inception, on March 15, 1990, we have experienced a net lost $(320,795) through the period ending December 31, 2003. Plan of Operation We have scaled operations down to a minimum. We are now searching for a merger candidate and/or significant acquisition. In our opinion, we do not have available funds to satisfy our working capital requirements. We need to raise additional capital immediately to conduct our operations. Such additional capital may be raised through public or private financing, as well as borrowings and other sources. We cannot guaranty 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 next three months. We do not anticipate that we will hire any employees in the next three to six months, unless we acquire financing. We believe our future success depends in large part upon the success in finding a qualified merger candidate. Liquidity and Capital Resources We show little 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 evaluated business opportunities. We have had limited other financial resources available, which has had an adverse impact on our liquidity, activities and operations. These limitations have adversely affected our ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern we will need to find additional capital. 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 on 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 any necessary financing can be obtained on terms favorable or at all. 9 As a result of our current limited available cash, only one officer received $2,500 in compensation through the three month ended December 31, 2003. Officers /directors have received stock as compensation since our inception through December 31, 2003 for services and operating capital contributions totaling $23,253 in value ($200 of which occurred in the this quarter), with other salaries paid in early years with shares totaling $151,500 in value at the time. Officers and directors have contributed $22,725 to pay necessary expenses over the last few years, said contributions were subsequently forgiven by the parties and are reflected as additional paid-in capital. We may continue to use shares of our common stock to pay for services rendered and products provided. We do not have employment agreements in place with each of our officers. Effect of Inflation Inflation did not have any significant effect on the operations of the Company during the quarter ended December 31, 2003. Further, inflation is not expected to have any significant effect on future operations of the Company. Impact of New Accounting Pronouncements During the past several fiscal years and for the nine months ended December 30, 2003, 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. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity and FASB Interpretation No. 46, Consolidation of Variable Interest Entities. 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. Item 3. Controls and Procedures 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 December 31, 2003, 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) are effective 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 quarter ended December 31, 2003, 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. 10 PART II OTHER INFORMATION ITEM 1. Legal Proceedings The Company is not a party to any legal proceedings. ITEM 2. Changes in Securities and Use of Proceeds On July 3, 2003 the Board and shareholders effected a 1-for-50-share reversal resulting in a total of 73,500 shares of common stock outstanding after giving effect for fractional shares. Additionally, the Board issued 4,000,000 shares to Mobile Nation, Inc. The merger that caused the 4,000,000 share issuance was formally rescinded in October, with two of the existing directors remaining with the Company. 3,520,000 shares associated with this merger were returned to the treasury and canceled. Simultaneous with this rescission, a 10-for-1 stock split was approved and the remaining directors retained a total of 4,800,000 shares, post stock split, together with 200,000 post split shares issued in November to the new director for services rendered and to be rendered over the balance of the calendar year in pursuing and assessing various options and strategies for the Company. The resulting shares outstanding as a result of these events totaled 5,735,000 shares as of December 31, 2003. All "per share" amounts reflected in the accompanying financial statements have been restated to give retroactive effect for the above referenced stock splits on July 3, 2003 and November 14, 2003. ITEM 3. Defaults upon Senior Securities None. ITEM 4. Submission of Matters to a Vote of Security Holders On February 3rd, 2003 two of the then shareholders, comprising a majority of the company's voting shares and acting in accordance with the corporation's by-laws and the Nevada Revised Statutes, removed and terminated all the Freegolfstats.com officers and directors citing abandonment. The majority shareholders assumed control of the company until successors could be duly elected. ITEM 5. Other Information On October 13th, 2003 the Board of Directors accepted the resignations of Rob Roy, Michael McGhee, Curt Miller, Mike Borden, and John Pretto. Rex Morden and Neal Armstrong remain as directors; C.W. Gilluly was added as a director in October, 2003. 11 ITEM 6. Exhibits and Reports on Form 8-K a) Exhibits Exhibit Number Title of Document ---------------------------------------------------------------- 31.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 b) Reports on Form 8-K July 21, 2003 and July 31, 2003. SIGNATURES 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. Dated: March 17, 2004 MOBILE NATION, INC. BY: /S/ REX A. MORDEN ------------------------ Rex A. Morden President, Chief Executive Officer, and Director (principal and executive officer) Dated: March 17, 2004 BY: \S\ NEAL ARMSTRONG ------------------------ Neal Armstrong Chief Financial Officer and Director (principal financial and accounting officer) 12 EXHIBITS FILED WITH THIS REPORT ON FORM 10-QSB Exhibit No. Description ------------- ------------------------------------------------------ 31.1 Certifications 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 Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 13 EX-31 3 exh311.txt CERTIFICATIONS 
EXHIBIT 31.1
CERTIFICATIONS

I, Rex A. Morden, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB 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: March 17, 2004                   /S/ REX A. MORDEN
                                       -------------------
                                       Rex A. Morden
                                       Chief Executive Officer
                                       (principal executive officer)

I, Neal Armstrong, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB 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: March 17, 2004               /S/ NEAL ARMSTRONG
                                   -------------------
                                   Neal Armstrong
                                   Chief Financial Officer
                                   (principal financial officer)






EX-32
4
exh321.txt
CERTIFICATIONS


EXHIBIT 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND

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 quarterly report on Form 10-QSB of Mobile Nation, Inc.
(the "Company") for the quarterly period ended December 31, 2003 (the
"Report"), the undersigned hereby certify in their capacities as Chief
Executive Officer and Chief Financial Officer of the Company, respectively,
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: March 17, 2004           By:  /S/ REX MORDEN
                                -------------------
                                Rex A. Morden
                                Chief Executive Officer
                                (principal executive officer)



Dated: March 17, 2004          By:  /S/ NEAL ARMSTRONG
                               -----------------------
                               Neal Armstrong
                               Chief Financial Officer
                               (principal financial officer)




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