-----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, Q++VKBZ21lrubyZqQcMRU3TX1S4JPWfPl3+qy2w1FWhbzLkWxx3LyR/5hPoTrVkT Y2ws+DtQM2BFcmVT2vUKYQ== 0001065516-06-000018.txt : 20060811 0001065516-06-000018.hdr.sgml : 20060811 20060811133541 ACCESSION NUMBER: 0001065516-06-000018 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOBILE NATION INC CENTRAL INDEX KEY: 0001083922 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 680427395 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28585 FILM NUMBER: 061024061 BUSINESS ADDRESS: STREET 1: 2647 DOUGLAS CIRCLE CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: 7029149824 MAIL ADDRESS: STREET 1: 2647 DOUGLAS CIRCLE CITY: HENDERSON STATE: NV ZIP: 89074 FORMER COMPANY: FORMER CONFORMED NAME: WOLFSTONE CORP DATE OF NAME CHANGE: 19991210 10QSB 1 mtnt10qsb.txt QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED 6-30-06 
================================================================================

                    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 June 30, 2006

 [ ]     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.)

                               2638 Pershing 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 573,500 shares as of August 8,
2006.

================================================================================

1

                          PART I - FINANCIAL INFORMATION

                                                                           PAGE
                                                                           ----
ITEM 1.   FINANCIAL STATEMENTS

Item 1.   Financial Statements..............................................F-1
          Balance Sheet (unaudited).........................................F-1
          Statements of Operations (unaudited)..............................F-2
          Statements of Cash Flows (unaudited)..............................F-3
          Notes to Financial Statements...................................F-4-7

Item 2.  Management's Discussion and Analysis of Plan
           of Operation.......................................................3

Item 3. Controls and Procedures...............................................6

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...................................................7

Item 2.   Changes in Securities and Use of Proceeds...........................7

Item 3.   Defaults upon Senior Securities.....................................7

Item 4.   Submission of Matters to a Vote
           of Security Holders................................................7

Item 5.   Other Information...................................................7

Item 6.   Exhibits and Reports on Form 8-K....................................8

Signatures....................................................................8

2

PART I. FINANCIAL INFORMATION

                         MOBILE NATION, INC
                    (A DEVELOPMENT STAGE COMPANY)
                         BALANCE SHEET
                         -------------
                         June 30, 2006
                         -------------

                             Assets
                             ------
Current assets:
        Cash                                    $       6,287
                                                 ------------
Total current assets                                    6,287
                                                -------------
Total assets                                    $       6,287
                                                =============

             Liabilities and Stockholders' Equity (Deficit)
             ---------------------------------------------

Current liabilities:

        Accounts payable, trade                 $      5,884
        Accounts payable, AFG, related party           2,500
        Accrued interest, related parties             35,951
        Note payable, directors                       67,500
        Note payable, AFG, a related party            67,500
   Convertible note payable, AFG a related party      75,000
                                                 ------------
Total current liabilities                            254,335
                                                 ------------
Total liabilities                                    254,335
                                                 ------------

Commitments and contingencies                           -

Stockholders' Equity (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
        Paid-in capital in excess of par             221,960
        Deficit accumulated during the
        development stage                           (470,582)
                                                 ------------
Total Stockholder's Equity (Deficit)                (248,048)
                                                 ------------
Total Liabilities and
Stockholder's Equity (Deficit)                   $     6,287
                                                 ============

The accompanying notes are an integral part of the financial statements.

F-1

                                          MOBILE NATION, INC
                                    (A DEVELOPMENT STAGE COMPANY)

                                      STATEMENTS OF OPERATIONS
                                      -------------------------
                                                        For the                       From
                                                   Three months ended             March 15, 1990
                                                        June 30,                (Inception) to
                                                  2006             2005          June 30, 2006
                                                ----------      -----------       --------------
                                               (unaudited)      (unaudited)        (unaudited)
                                                                             
 Revenues                                      $    -           $    -             $      -

Operating expenses:

      General and administrative                  15,607         18,561               470,582

                                              --------------   --------------     --------------
Operating loss                                   (15,607)       (18,561)             (470,582)
                                              --------------   --------------     --------------
Loss before income taxes                         (15,607)       (18,561)             (470,582)
                                              --------------   --------------     --------------
Provisions for income taxes                           -               -                   -
                                              ---------------- ---------------    --------------
Net loss                                       $ (15,607)        (18,561)          $ (470,582)
                                              ================ ===============    ==============

Net loss per share:
     (restated):
      Basic                                    $    (0.027)      $ (0.03)           $    (4.39)
      Diluted                                  $    (0.027)      $ (0.03)           $    (4.39)

Weighted Shares Outstanding

      Basic                                        573,500         573,500             107,091
      Diluted                                      573,500         573,500             107,091


                   The accompanying notes are an integral part of the financial statements.


F-2



                                           MOBILE NATION, INC
                                      (A Development Stage Company)
                                         STATEMENTS OF CASH FLOWS
                                         -----------------------
                                                       For the                          From
                                                   Three months ended               March 15, 1990
                                                         June 30,                   (Inception) to
                                                  2006             2005             June 30, 2006
                                                ----------     -----------          --------------
                                               (unaudited)     (unaudited)           (unaudited)
                                                                              
Cash flows from operating activities:

    Net loss                                    $ (15,607)   $ (18,561)             $(470,582)
Adjustment to reconcile net loss to net
   cash used in operating activities:
      Increase (decrease) in prepaid expenses         -          2,024                    -
      Increase (decrease) in accounts payable       5,884        7,320                  8,384
      Increase (decrease) in accrued interest       4,738        3,075                 35,951
      Fair value of salaries donated as capital       -             -                 151,500
      Common stock issued for services                -             -                  25,053
                                               ------------    ------------         -------------
     Net cash used in operating activities         (4,985)      (6,142)              (249,694)
                                               ------------    ------------         -------------
     Cash flows from investing activities:
      Advances from stockholders                      -             -                  22,725
                                               ------------    ------------         -------------
     Net cash provided by investing activities        -             -                  22,725
                                               ------------    ------------         -------------
     Cash flows from financing activities:
      Contributed capital                             -             -                  23,256
      Proceeds from note payable, directors        10,000           -                  67,500
      Proceeds from note payable, AFG                 -             -                  67,500
      Proceeds from convertible note payable          -             -                  77,500
      Repayments of convertible note payable          -                                (2,700)
                                               ------------    ------------         -------------
     Net cash provided by financing activities      10,000          -                 233,256
                                               ------------    ------------         -------------
Net increase (decrease) in cash                     5,015        (6,142)                6,287

Cash at beginning of period                         1,272         6,953                   -
                                               ------------    ------------         -------------
Cash at end of period                          $    6,287      $    811             $   6,287
                                               ============    ============         =============


The accompanying notes are an integral part of the financial statements.


F-3



MOBILE NATION, INC.
FORMERLY WOLFSTONE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 (see below).  On February 23, 1999, IDI reincorporated
in the state of Nevada and issued 40 common stock shares (295,408 pre split) 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.

2.  BASIS OF PRESENTATION

The accompanying unaudited financial statements and related footnotes have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements and pursuant to the
rules and regulations of the Securities and Exchange Commission for Form 10-
QSB. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with the above 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. Accordingly, they do not include
all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. For
further information read the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended March
31, 2006. The results of operations for the three months ended June 30, 2006 are
not necessarily indicative of the operating results that may be expected for
the year ending March 31, 2007.

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 June 30, 2006, the Company has not
recognized any substantial revenue to date (Note 5) and has accumulated
operating losses of approximately $470,582 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.

F-4

MOBILE NATION, INC.
FORMERLY WOLFSTONE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

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.


Bankruptcy proceedings

As mentioned above, the Company emerged from bankruptcy on December 17, 1998,
when it was formally discharged from its debts.  However, by September 1995,
substantially all of its assets had been converted to approximately $95,000 of
cash.  At that time, the Company recognized income from discharge of
indebtedness of approximately $994,000 and the remaining cash was used to pay
various creditors.  Afterwards through this date, the Company still existed
with no significant assets or liabilities and has not conducted any business
operations.

Because there was no change in the stockholder ownership interests as a result
of the bankruptcy or when the Company emerged from bankruptcy, it did not
qualify for fresh start accounting pursuant to Statement of Position No. 90-7.

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.

Use of 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.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective,
accounting pronouncements if currently adopted would have a material effect on
the accompanying financial statements.

3.  RELATED PARTY TRANSACTIONS

Advances from stockholder

During the period March 15, 1990 (inception) through June 30, 2006, the
Company received $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 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 bears interest at 6% per annum, is unsecured and had an
original due date of December 31, 2005. On May 23, 2006, this note was renewed
with the same terms and a due date of December 31, 2006.  As of June 30, 2006,
accrued interest payable totaled $7,875.

F-5

MOBILE NATION, INC.
FORMERLY WOLFSTONE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

During the year ended March 31, 2005, the Company received $5,000 from the
Company's President and director. This notes bears interest at 8% per annum,
is unsecured and had an original due date of December 31, 2005.  On May 23,
2006, this note was renewed with the same terms and a due date of December 31,
2006. At June 30, 2006, accrued interest payable totaled $706.99

During the year ended March 31, 2006, the Company received $2,500 from the
Company's President and director. This notes bears interest at 10% per annum,
is unsecured and due on or before December 31, 2006.  At June 30, 2006,
accrued interest payable totaled $129.49.

In April 2006, the Company received $10,000 from the Company's president and
director.  This note bears interest at 8% per annum, is unsecured and due on or
before December 31, 2006. At June 30, 2006, accrued interest payable totaled
$200.01.

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 director and officer of the Company. The notes bear interest at 8%
per annum, are unsecured and had an original due date of December 31, 2005. On
May 23, 2006, this note was renewed with the same terms and a due date of
December 31, 2006.  At June 30, 2006, accrued interest payable totaled $2,383.01

During the year ended March 31, 2006, the Company received and repaid a total
of $7,500 from AFG. The note bears interest at 8% per annum, is unsecured and
due on or before December 31, 2006.  At June 30, 2006, accrued interest
payable totaled $267.

During the year ended March 31, 2006, the Company received $50,000 from AFG in
exchange for a note payable. The note bears interest at 10% per annum, is
unsecured and due on or before December 31, 2006.  At June 30, 2006, accrued
interest payable totaled $1688.01.

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 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. The note bears interest at 10% per annum.
On May 23, 2006, the due date on this note was extended to December 31, 2006.
At June 30, 2006, accrued interest payable totaled $22,576.

Consulting agreement with AFG

During the year ended March 31, 2006, AFG billed the Company $25,000 for
consulting fees related to the possible merger with Dental Spas (Note 1). As
of June 30, 2006, the Company has paid $22,500 of these fees and has recorded
the remaining $2,500 as a current liability.

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.

F-6

MOBILE NATION, INC.
FORMERLY WOLFSTONE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

On February 27, 2006, the Company entered into a 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. There are currently no binding
agreements between the parties, though the Company is still working with Dental
Spas to seek a possible business combination. There is however, no assurance any
business combination will ever be completed.

During the period ended June 30, 2006 the Company has had discussions with
other potential merger candidates. The Company has endeavored to find a
suitable and qualified business as a candidate for a possible merger and/or
acquisition. However, no assurance can be made the Company will be successful
in completing a merger and/or acquisition.

3

Company Overview

We were incorporated in the State of Delaware 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, all 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 June 30, 2006 we
had an accumulated deficit of $470,582.  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 June 30, 2006.  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.

4

Results of Operations

During the three month period ended June 30, 2006, we did not generate
any substantial revenues (Note 5).

In our most recent three month operating period ended June 30, 2006, we did not
generate any substantial revenues. During the three months ended June 30, 2006
we had no business activity and had a net loss of $15,607 as compared to net
loss $18,561 for the same period ending June 30, 2005.  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 $4,738 and $3,075 for the quarters ended June 30, 2006 and 2005,
respectively.

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.

5

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the quarter ended June 30, 2006.  Further, inflation is not expected to
have any significant effect on future operations of the Company.

Impact of New Accounting Pronouncements
Recent Accounting Pronouncements

During 2005, 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. 153, Exchanges of
Nonmonetary Assets.  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.

In December 2004, the FSAB issued SFAS No. 123R, Share-Based Payments, revising
to SFAS No. 123, Accounting for Stock-Based Compensation, and superseding
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees.  SFAS No. 123R establishes standards for the accounting of
transactions in which an entity exchanges its equity instruments for goods or
services, including obtaining employee services in share-based payment
transactions.  SFAS No. 123R applies to all awards granted after the required
effective date and to awards modified, purchased or canceled after that date.
Adoption is effective as of the beginning of the first interim or annual
reporting period that begins after June 15, 2005.  Management does not believe
the adoption of this accounting pronouncement 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 June 30, 2006, 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 June 30, 2006, 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.

6

          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

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

None.

ITEM 5.  Other Information

None.

7

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

    None.

8

                               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: August 11, 2005                     MOBILE NATION, INC.

                                           BY:  /S/ REX A. MORDEN
                                           ------------------------
                                           Rex A. Morden
                                           President, Chief Executive Officer,
                                           and Director (principal and
                                           executive officer)

Dated: August 11, 2005                     BY:  \S\  CHANCEY WHITE
                                           --------------------------
                                           Chancey White
                                           Secretary and Director
                                           (principal accounting officer)


9

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
10






EX-31.1
2
exh311.txt
CERTIFICATION


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: August 11, 2006                  /S/ REX A. MORDEN
                                       -------------------
                                       Rex A. Morden
                                       Chief Executive Officer
                                       (principal executive officer)

I, Chancey White, 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.

Dated: August 11, 2006             BY: \S\ CHANCEY WHITE
                                   --------------------------
                                   Chancey White
                                   Secretary and Director
                                  (principal accounting officer)





EX-32.1
3
exh321.txt
CERTIFICATION


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 June 30, 2005 (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: August 11, 2005          By:  /S/ REX MORDEN
                                -------------------
                                Rex A. Morden
                                Chief Executive Officer
                                (principal executive officer)


Dated: August 11, 2005          BY:  /S/ CHANCEY WHITE
                                --------------------------
                                Chancey
                                Secretary, Director
                                (principal accounting
                                officer)





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