-----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, PhrHTbmx/ixZP/JcgfRVQ/SQxo0Kddwcv2TqvZ+nNLI9lDPcsE7OQtpP7h54lgFn h3XE/8N9gjEna+wi++Ba5A== 0001065516-06-000028.txt : 20061114 0001065516-06-000028.hdr.sgml : 20061114 20061114150946 ACCESSION NUMBER: 0001065516-06-000028 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 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: 061214341 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 mtnt10q.txt QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED 9-30-06
================================================================================

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)
 [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended September 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 November
15, 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
                         -------------
                         September 30, 2006
                         -------------

                             Assets
                             ------

Current assets:

        Cash                                    $       5,325
                                                 ------------
Total current assets                                    5,325
                                                -------------
Total assets                                    $       5,325
                                                =============

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

Current liabilities:

        Accounts payable, trade                 $        -
        Accounts payable, AFG, related party           2,500
        Accrued interest, related parties             40,726
        Note payable, directors                       67,500
        Note payable, AFG, a related party            75,000
   Convertible note payable, AFG a related party      75,000
                                                 ------------
Total current liabilities                            260,726
                                                 ------------
Total liabilities                                    260,726
                                                 ------------

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                           (477,935)
                                                 ------------
Total Stockholder's Equity (Deficit)                (255,401)
                                                 ------------
Total Liabilities and
Stockholder's Equity (Deficit)                   $     5,325
                                                 ============

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                    For the                     From
                                 Three months ended         Six months ended            March 15, 1990
                                    September 30,             September 30,               (Inception) to
                                   2006         2005       2006          2005          September 30, 2006
                                ----------  -----------  -----------   ---------       ------------------
                                (unaudited) (unaudited)  (unaudited)  (unaudited)          (unaudited)
                                                                                   
Revenues                        $    -      $    -        $   -      $     -               $    -

Operating expenses:

      General and administrative   2,579       2,295       13,448        17,781             454,975
      Interest expense             4,775       3,195        9,513         6,270              40,726
                               ------------ ------------  ------------ ------------       --------------
Total operating expenses           7,354       5,490       22,961        24,051             477,935
                              ------------- ------------  ------------ ------------       --------------
Loss before income taxes          (7,354)     (5,490)     (22,961)      (24,051)           (477,935)
                              ------------- ------------  ------------ ------------       --------------
Provisions for income taxes         -             -           -             -                  -
                              ------------- ------------  ------------ ------------       --------------
Net loss                      $   (7,354)     (5,490)     $(22,961)     $(24,051)        $ (477,935)
                              ============= ============  ============ ============      ===============

Net loss per share:

      Basic                     $ (0.01)      $(0.01)     $ (0.04)      $ (0.04)        $   (4.19)
      Diluted                   $ (0.01)      $(0.01)     $ (0.04)      $ (0.04)        $   (4.19)

Weighted Shares Outstanding

      Basic                      573,500      573,500      573,500         573,500           114,168
      Diluted                    573,500      573,500      573,500         573,500           114,168


                   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 Six months ended March 15, 1990 September 30, (Inception) to 2006 2005 September 30, 2006 ---------- ----------- ------------------ (unaudited) (unaudited) (unaudited) Cash flows from operating activities: Net loss $ (22,961) $ (24,051) $ (477,935) Adjustment to reconcile net loss to net cash used in operating activities: Increase (decrease) in prepaid expenses - 2,024 - Increase (decrease) in accounts payable - - 2,500 Increase (decrease) in accrued interest 9,514 6,270 40,114 Fair value of salaries donated as capital - - 151,500 Common stock issued for services - - 25,053 ------------ ------------ ------------- Net cash used in operating activities (13,447) (15,757) (258,156) ------------ ------------ -------------- Cash flows from investing activities : Advances form 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 2,500 67,500 Proceeds from notes payable, AFG 7,500 7,500 75,000 Proceeds from convertible note payable - - 75,000 ------------ ------------ -------------- Net cash provided by financing activities 17,500 10,000 263,481 ------------ ------------ -------------- Net increase (decrease) in cash 4,053 (5,757) 5,325 Cash at beginning of period 1,272 6,953 - ------------ ------------ -------------- Cash at end of period $ 5,325 $ 1,196 $ 5,325 ============ ============ =============== 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 un-audited 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 and six months ended September 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 September 30, 2006, the Company has not recognized any substantial revenue to date and has accumulated operating losses of $477,935 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 operations and continue to seek business opportunities and/or acquisition candidates. 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 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 September 30, 2006, accrued interest payable totaled $8,625. 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 September 30, 2006, accrued interest payable totaled $807. 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 September 30, 2006, accrued interest payable totaled $192. 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 September 30, 2006, accrued interest payable totaled $400. 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 September 30, 2006, accrued interest payable totaled $2,733. During the year ended March 31, 2005, the Company received and repaid the principle amount of $7,500 from AFG. The note bore interest of 8% per annum, was unsecured and was due on or before December 31, 2005. At September 30, 2006, the 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 September 30, 2006, accrued interest payable totaled $2938. In July, 2006 the Company received $7,500 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 September 30, 2006, accrued interest payable totaled $187.50 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 September 30, 2006, accrued interest payable totaled $24,577. 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 September 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 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. There are currently no binding agreements between the parties. During the period ended September 30, 2006 the Company has had discussions with several 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 mentioned 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 September 30, 2006 we had an accumulated deficit of $477,935. 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 September 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 six month period ended September 30, 2006, we did not generate any substantial revenues. In our most recent six month operating period ended September 30, 2006, we did not generate any revenues. During the six months ended September 30, 2006 we had no business activity and had a net loss of $22,960 as compared to net loss $24,051 for the same period ending September 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 $4,775 and $3,195 for the quarters ended September 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 September 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 September 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 September 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: November 14, 2006 MOBILE NATION, INC. BY: /S/ REX A. MORDEN ------------------------ Rex A. Morden President, Chief Executive Officer, and Director (principal and executive officer) Dated: November 14, 2006 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: November 14, 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: November 14, 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 September 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: November 14, 2006        By:  /S/ REX MORDEN
                                -------------------
                                Rex A. Morden
                                Chief Executive Officer
                                (principal executive officer)


Dated: November 14, 2006        BY:  /S/ CHANCEY WHITE
                                --------------------------
                                Chancey White
                                Secretary, Director
                                (principal accounting
                                officer)







-----END PRIVACY-ENHANCED MESSAGE-----