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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, 2004
[ ] 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 5,735,000 shares as of August 23,
2004.
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<page>1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Item 1. Financial Statements................................................3
Balance Sheet (unaudited)...........................................3
Statements of Operations (unaudited)................................4
Statements of Cash Flows (unaudited)................................5
Notes to Financial Statements.......................................6
Item 2. Management's Discussion and Analysis of Plan
of Operation.......................................................9
Item 3. Controls and Procedures..............................................12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................13
Item 2. Changes in Securities and Use of Proceeds..........................13
Item 3. Defaults upon Senior Securities....................................13
Item 4. Submission of Matters to a Vote
of Security Holders...............................................13
Item 5. Other Information..................................................13
Item 6. Exhibits and Reports on Form 8-K...................................14
Signatures...................................................................14
<page>2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
MOBILE NATION, INC
(A Development Stage Company)
BALANCE SHEETS
JUNE 30, 2004
(unaudited)
Assets
Current assets:
Prepaid Expenses $ 448
-----------
Total current assets 448
-----------
Total assets $ 448
===========
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable, trade $ 3,886
Accrued interest, related parties 9,577
Due to related parties 125,000
-----------
Total current liabilities 138,443
------------
Total liabilities 138,443
------------
Commitments and contingencies -
Shareholders' Deficit
Preferred stock, 10,000 shares
authorized; no shares
issued or outstanding, no rights
or privileges designated; -
Common stock, par value $.001 per share,
20,000,000 shares authorized;
5,735,000 issued and outstanding, 5,735
Additional paid-in capital 216,799
Deficit accumulated during the
development stage (360,529)
-------------
Total shareholders' deficit (137,995)
-------------
Total liabilities and shareholders'
deficit $ 448
=============
The accompanying notes are an integral part of the financial statements
<page>3
<table>
MOBILE NATION, INC
(A Development Stage Company)
STATEMENTS OF OPERATIONS
-------------------------
For the From
Three months ended March 15, 1990
June 30, (Inception) to
2004 2003 June 30, 2004
---------- ----------- --------------
(unaudited) (unaudited) (unaudited)
Revenues $ - $ - $ -
Operating expenses:
General and administrative 7,278 676 350,952
Interest expense 2,625 - 9,577
-------------- -------------- --------------
Total operating expenses 9,903 676 350,952
-------------- -------------- --------------
Loss before income taxes (9,903) (676) 360,529
-------------- -------------- --------------
Provisions for income taxes - - -
---------------- ---------------- --------------
Net loss $ (9,903) (676) $ (360,529)
Net loss per share:
(restated):
Basic $ (0.00) $ - $ (0.85)
Diluted $ (0.00) $ - $ (0.85)
Weighted Shares Outstanding
Basic 5,735,000 735,000 422,474
Diluted 5,735,000 735,000 422,474
The accompanying notes are an integral part of the financial statements.
</table>
<page>4
<table>
MOBILE NATION, INC
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
-----------------------
For the From
Three months ended March 15, 1990
June 30, (Inception) to
2004 2003 June 30, 2004
---------- ----------- --------------
(unaudited) (unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (9,903) $ (676) $ (360,529)
Adjustment to reconcile net loss to net
cash used in operating activities:
Increase (decrease) in prepaid expenses - 676 -
Increase (decrease) in accounts payable 3,072 - 3,866
Increase (decrease) in accrued interest 2,625 - 9,577
Fair value of salaries donated as capital - - 151,500
Common stock issued for services - - 25,053
------------ ------------ -------------
Net cash used in operating activities (4,206) - (170,533)
------------ ------------ --------------
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 600 - 23,256
Proceeds from note payable, director - - 50,000
Proceeds from convertible note payable - - 77,700
Repayments of convertible note payable (2,700) - (2,700)
------------ ------------ --------------
Net cash provided by financing activities (2,100) - 148,256
------------ ------------ --------------
Net increase (decrease) in cash (6,306) - 448
Cash at beginning of period 6,754 - -
------------ ------------ --------------
Cash at end of period $ 448 $ - $ 448
============ ============ ===============
The accompanying notes are an integral part of the financial statements.
</table>
<page>5
MOBILE NATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS
Integrated Direct, Inc. (IDI) was incorporated in the state of Delaware on March
15, 1990. 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 295,408 common stock
shares in exchange for all of the 5,905,735 common stock shares of IDI,
effecting a 20 to 1 reverse stock split and changing its domicile from Delaware
to Nevada. On that date, IDI changed its name to Wolfstone Corporation (the
Company). 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
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 a 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 7of 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, 2004.
The results of operations for the three months ended June 30, 2004 are not
necessarily indicative of the operating results that may be expected for the
year ending March 31, 2005.
<page>6
MOBILE NATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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 June 30, 2004, the Company has not
recognized revenue to date and has accumulated operating losses of approximately
$360,000 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 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.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, the Company still existed but had no other
assets, liabilities or operations until it acquired its oil and gas properties.
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
Prior to the Company's purchase of oil and gas properties, merger between
Wolfstone and Mobile Nation, Inc. and the subsequent rescission of the
acquisitions, the Company had not conducted any recent operations and had been
in bankruptcy. 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.
<page>7
MOBILE NATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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.
4. RELATED PARTY TRANSACTIONS
Note payable, director
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 due on or
before December 31, 2004. As of June 30, 2004, this note had accrued interest
of $1,875.
Convertible note payable, AFG
During the year ended March 31, 2004, the Company received $90,000 from Affinity
Financial Group, Inc. (AFG) and has repaid $12,300 leaving an outstanding
balance of $77,700. Affinity Financial Group, Inc. is wholly owned by Rex A.
Morden, a director and officer of the Company. The note is unsecured, due upon
demand as funds are available 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. During the
three months ended June 30, 2004, $2,700 was repaid. As of June 30, 2004, this
note had accrued interest of $7,702.
<page>8
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.
<page>9
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 June 30, 2004
we had an accumulated deficit of approximately $360,529. 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, 2004. 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.
<page>10
Results of Operations
During the three month period ended June 30, 2004, 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, 2005.
In our most recent three month operating period ended June 30, 2004, we did not
generate any revenues. During the three months ended June 30, 2004 we had no
business activity and had a net loss of $(9,903) as compared to net loss ($676)
for the same period ending June 30, 2003. 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 $3,072
and $0 for the quarter ended June 30, 2003 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.
<page>11
Effect of Inflation
Inflation did not have any significant effect on the operations of the Company
during the quarter ended June 30, 2004. 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 three months ended June 30,
2004, 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 June 30, 2004, 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, 2004, 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.
<page>12
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.
<page>13
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.
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 23, 2004 MOBILE NATION, INC.
BY: /S/ REX A. MORDEN
------------------------
Rex A. Morden
President, Chief Executive Officer,
and Director (principal and
executive officer)
Dated: August 23, 2004 BY: \S\ MICHAEL MCGHEE
--------------------------
Michael McGhee
Executive President, Finance
(principal financial and accounting
officer)
<page>14
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
<page>15