================================================================================ 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 September 30, 2007 [ ] 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, 1 2007. ================================================================================ 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...........................................4 Item 3. Controls and Procedures.................................9 PART II. OTHER INFORMATION Item 1. Legal Proceedings.......................................10 Item 2. Changes in Securities and Use of Proceeds...............10 Item 3. Defaults upon Senior Securities.........................10 Item 4. Submission of Matters to a Vote of Security Holders....................................10 Item 5. Other Information.......................................10 Item 6. Exhibits and Reports on Form 8-K........................11 Signatures........................................................12 2 PART I. FINANCIAL INFORMATION MOBILE NATION, INC (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET ------------- September 30, 2007 ------------------ Assets ------ Current assets: Cash $ 24,836 ------------- Total assets $ 24,836 ============= Liabilities and Stockholders' Equity (Deficit) ---------------------------------------------- Current liabilities: Advance, related party, AFG $ 25,000 Accrued interest, related parties 17,362 Convertible note payable, AFG, a related party 75,000 Note payable, directors 25,000 Note payable, AFG, a related party 55,000 ------------ Total current liabilities 197,362 ------------ 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 (395,060) ------------ Total Stockholders' Equity (Deficit) (172,526) ------------ Total Liabilities and Stockholders' Equity (Deficit) $ 24,836 ============ The accompanying notes are an integral part of the financial statements. 3 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 2007 2006 2007 2006 September 30, 2007 ---------- ---------- ---------- ---------- ------------------ (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ - $ - $ - $ - $ - Operating expenses: General and administrative 3,094 2,579 16,780 13,448 - ---------- ---------- ---------- ---------- ------------------ Operating loss (3,094) (2,579) (16,780) (13,448) 422,873 Other income (expense) Merger income 105,000 - 105,000 - 165,000 Merger expense (25,000) - (25,000) - (80,000) Interest expense (3,600) (4,775) (7,387) (9,513) (53,187) ---------- ---------- ---------- ---------- ------------------ Total other income (expense) 76,400 (4,775) 72,613 (9,513) 27,813 Income (loss) before 73,306 (7,354) 55,833 (22,961) (395,060) provisions for income taxes Provisions for income taxes - - - - - ---------- ---------- ---------- ---------- ------------------ Net income (loss) $ 73,306 $ (7,354) $ 55,833 $ (22,961) $ (395,060) ========== ========== ========== ========== ================== Net income (loss) per share: Basic $ 0.13 $ (0.01) $ 0.10 $ (0.04) Diluted $ 0.13 $ (0.01) $ 0.10 $ (0.04) Weighted Shares Outstanding: Basic 573,500 573,500 573,500 573,500 Diluted 573,500 573,500 573,500 573,500 The accompanying notes are an integral part of the financial statements. 4 MOBILE NATION, INC (A Development Stage Company) STATEMENTS OF CASH FLOWS ------------------------ For the From Six months ended March 15, 1990 September 30, 2007 (Inception) to 2007 2006 September 30, 2007 ---------- ---------- ------------------ (unaudited) (unaudited) (unaudited) Cash flows from operating activities: Net income (loss) $ 55,833 $ (22,961) $ (395,060) Adjustment to reconcile net income(loss) to net cash used in operating activities: Fair value of salaries donated as capital - - 151,500 Common stock issued for services - - 25,053 (Increase) decrease in prepaid expenses 25,000 - - Increase (decrease) in accounts payable (10,000) - - Increase (decrease) in accrued interest (32,438) 9,514 17,363 Increase (decrease) in non-refundable deposits (100,000) - (105,000) ---------- ---------- ------------------ Net cash used in operating activities (51,605) (13,447) (306,145) ---------- ---------- ------------------ Cash flows from investing activities: Net cash provided by investing activities - - - ---------- ---------- ------------------ Cash flows from financing activities: Advances from stockholders - - 22,725 Contributed capital - - 23,256 Proceeds from non-refundable deposits - - 105,000 Proceeds from note payable, AFG - 7,500 82,500 Repayments of note payable, AFG (7,500) - (27,500) Proceeds from convertible note payable - - 77,700 Repayments of convertible note payable - - (2,700) Proceeds from note payable, directors - 10,000 67,500 Repayment of note payable, directors - - (42,500) Advance from related party-AFG 25,000 25,000 ---------- ---------- ------------------ Net cash provided by financing activities 17,500 17,500 313,481 ---------- ---------- ------------------ Net increase (decrease) in cash (34,105) 4,053 24,836 Cash at beginning of period 58,941 1,272 - ---------- ---------- ------------------ Cash at end of period $ 24,836 $ 5,325 $ 24,836 ========== ========== ================== The accompanying notes are an integral part of the financial statements. 5 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. On February 23, 1999, IDI reincorporated in the state of Nevada and issued 40 common stock shares (295,408 pre split) (See "Stock Splits" below)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 10QSB. 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, 2007. The results of operations for the three months ended September 30, 2007, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2008. 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, 2007, the Company has not recognized any substantial revenue to date (Note 5) and has accumulated operating losses of approximately $395,060 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. 6 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. 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 September 30, 2007, 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. In August, 2007 the company received $25,000 of non-interest bearing advances from its stockholders/officers. The advance is due upon demand as funds were available and are unsecured. 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 January 4, 2007, this note was renewed with the same terms and a due date of December 31, 2007. On March 12, 2007 a payment of $25,000 was made on the principal amount. As of September 30, 2007, accrued interest payable totaled $10,875. During the year ended March 31, 2005, the Company received $5,000 from the Company's President and director. This note had an interest of 8% per annum, was unsecured and had an original due date of December 31, 2005. On January 25, 2007, the principal amount of the note was paid in full. The interest was paid in full in May 2007. During the year ended March 31, 2006, the Company received $2,500 from the Company's President and director. This note had an interest of 10% per annum, was unsecured and due on or before December 31, 2006. On January 25, 2007, the principal amount of the note was paid in full. The interest was paid in full in May 2007. 7 MOBILE NATION, INC. FORMERLY WOLFSTONE CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS In April 2006, the Company received $10,000 from the Company's president and director. This note had an interest of 10% per annum, was unsecured and was due on or before December 31, 2006. On January 25, 2007, the principal amount of the note was paid in full. The interest was paid in full in May 2007. Notes payable, AFG During the year ended March 31, 2005, the Company received a total of $17,500 from Affinity Financial Group, Inc. (AFG). AFG is wholly owned by Rex A. Morden, a director and officer of the Company. The notes have an interest of 8% per annum, are unsecured and had an original due date of December 31, 2005. On January 4, 2007, this note was renewed with the same terms and a due date of December 31, 2007. On January 25, 2007, a payment of $12,500 was applied to the principal amount. At September 30, 2007, accrued interest payable totaled $100. 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. The interest was paid in full in May 2007. 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. On April 12, 2007, this note was renewed with the same terms and a due date of December 31, 2007. At September 30, 2007, accrued interest payable totaled $1,250. On July 31, 2006 a note payable (Affinity Note) was issued to Affinity Financial Group, Inc. for $7,500 loaned to the Company. The Affinity Note was at an interest rate of ten percent (10%) per annum and had an original due date of December 31, 2006. On January 4, 2007, this note was renewed with the same terms and a due date of December 31, 2007. In July 2007, the principal and interest amount of the not was paid in full in July 2007. Convertible note payable, AFG During the year ended March 31, 2004, the Company received $77,700 from AFG in exchange for a convertible note payable. During the year ended March 31, 2005, $2,700 of this amount was repaid. The Affinity Note is at an interest rate of ten percent (10%) per annum. The note is unsecured, due upon demand and is convertible, at the option of the holder, into common shares at 80% of the then current market price at any time prior to the repayment of the principal and any accumulated accrued interest. On January 4, 2007, the due date on this note was extended to December 31, 2007. At September 30, 2007, accrued interest payable totaled $1,875. 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 LLC. The Company paid the balance in full on December 15, 2006. 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. 8 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. The proposed transaction was never consummated. The agreement was terminated as outlined in the terms of the agreement. On December 8th, 2006, the Company entered into a letter of intent ("LOI") with The World Series of Golf, Inc., as a potential merger candidate. The Company received a non-refundable deposit in the amount of $50,000. The agreement "LOI" expired on March 8th, 2007. The proposed transaction was never consummated. The agreement was terminated as outlined in the terms of the agreement. On March 9th, 2007 the Company entered into a letter of intent ("LOI") with M633, Inc., as a potential merger candidate. In accordance with the terms of the LOI, the Company received a non-refundable deposit in the amount of $100,000. The "LOI" expired on June 9th, 2007. However, on June 25, 2007 the Company agreed to extend the proposed closing date to September 30, 2007 subject to a non-refundable deposit of $25,000 being paid to the Company on or before July 31, 2007. The Company received an initial payment of $5000 towards the extension on June 26, 2007 The proposed extension was never consummated and the "LOI" agreement was terminated on August 2, 2007. On March 9th, 2007 the Company entered into a finder's fee agreement with Capital Media Partners, LLC. Mobile Nation paid a fee of $25,000 in connection with the proposed merger with M633, Inc. 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS Company History The original business of Mobile Nation, Inc. was to operate a direct mail business and at that time the Company was called Integrated Direct, Inc. (Integrated Direct), and was incorporated in the state of Delaware on March 15, 1990. Integrated Direct filed for protection under Chapter 11 of the bankruptcy code on September 22, 1992. On June 8, 1994, the case was converted to Chapter 7 and on December 17, 1998, Integrated Direct was discharged from its debts as it emerged from bankruptcy. On February 23, 1999, Integrated Direct reincorporated in the state of Nevada and simultaneously changed its name to Wolfstone Corporation (Wolfstone). There were no assets or liabilities prior to this transaction. Between April 1999 and August 2003, Wolfstone attempted three merger/acquisition transactions; however, Wolfstone was unable to raise sufficient capital to support any of these planned mergers or acquisitions. In each instance, the parties agreed to rescind all of the proposed transactions, with all securities issued by the parties being returned. The last aborted merger/acquisition occurred in July 2003 between Wolfstone and Mobile Nation, Inc., (Mobile Nation); wherein Mobile Nation was issued 4,000,000 shares of common stock. The new business plan for the Company involved the vision of providing portable wireless broadband services by utilizing "advanced wireless" technologies. In July 2003, the management of Mobile Nation assumed substantial control of Wolfstone and the Company's name was changed to Mobile Nation, Inc. On July 3, 2003, prior to the Wolfstone Board consummating the merger transaction with Mobile Nation, Wolfstone affected a 50 to 1 reverse split of its common stock. The par value and authorized share count of the common stock was not affected by the reverse split. In September 2003, Mobile Nation was unable to secure key assets essential to its original plan of deployment and operations. As a result, on October 13, 2003 the parties to the above purchase transactions returned all the securities issued with no claims or rights to the assets optioned in the original plan, effectively rescinding the transaction. With the resigning members of the Board of Directors continuing to seek the resources from the limited holders of spectrum required to launch the operation. Because there was no assurance that the required spectrum would ever become available, these key personnel decided to leave the Company and to focus on other projects outside the activity of the Company. At this same time in October 2003, five of the directors tendered their resignations. A new director was added to the remaining two-man Board of Directors to pursue alternative business opportunities, a 10-for-1 stock split was affected and members of the Board of Directors retained the 480,000 pre- stock split shares (4,800,000 post split shares) of restricted common stock for management services rendered and to be rendered over the balance of the calendar year. In connection with the rescission of the transaction, a note payable (Affinity Note) in the amount of $75,000 was issued to Affinity Financial Group, Inc. for monies loaned to Mobile Nation during this period. The Affinity Note is at an interest rate of ten percent (10%) per annum and is due in full with all accumulated interest on December 31, 2007. The Affinity Note is convertible, at the holder's option, into the Company's common stock at a conversion rate of 80% of the market price of the stock at the time of the conversion. On October 27, 2003 a note payable (Gilluly Note) was issued to a Company director, C.W. Gilluly, for $50,000 loaned to the Company. The Gilluly Note bears interest at 6% per annum, is unsecured and had an original due date of December 31, 2005. On January 4, 2007, this note was renewed with the same terms and a due date of December 31, 2007. A principle payment of $25,000 towards the principle amount of this note was paid on March 12, 2007. In November 2003, the new director was granted 200,000 shares post stock split for services to be rendered for the balance of the calendar year. 10 On August 10, 2004 a note payable (Affinity Note) was issued to Affinity Financial Group, Inc. for $5,000 loaned to the Company. The Affinity Note bears interest at 8% per annum, is unsecured and had an original due date of December 31, 2005. On January 4, 2007, this note was renewed with the same terms and a due date of December 31, 2007. On September 24, 2004 a note payable (Morden Note) was issued to a Company director Rex A. Morden for $5,000 loaned to the Company. The Morden Note is at an interest rate of eight percent (8%) per annum and is due in full with all accumulated interest on December 31, 2007. The principle amount of this note was paid in full on January 25th, 2007. On February 16, 2005 the board of Directors voted to effect a 1:10 reverse split, with an effective date of March 1, 2005. On March 21, 2005 a note payable (Affinity Note) was issued to Affinity Financial Group, Inc. for $12,500 loaned to the Company. The Affinity Note was at an interest rate of eight percent (8%) per annum and is due in full with all accumulated interest on December 31, 2006. The principle amount of this note was paid in full on January 25th, 2007. On March 30, 2005 the Company directors adopted a code of ethics. On September 26, 2005 a note payable (Morden Note) was issued to a Company director Rex A. Morden for $2,500 loaned to the Company. The Morden Note is an interest rate of eight percent (8%) per annum and is due in full with all accumulated interest on December 31, 2007. The principle amount of this note was paid in full on January 25th, 2007. On October 7, 2005, the Company entered into a letter of intent ("LOI") with a potential merger candidate. In accordance with the terms of the LOI the Company received a non-refundable deposit in the amount of $10,000. The proposed transaction was never consummated. The agreement was terminated after a 30 day time period as outlined in the terms of the agreement. On February 27, 2006, the Company entered into a letter of intent ("LOI") with Dental Spas LLC., (Dental Spas) as a potential merger candidate. Pursuant to the terms of the agreement the "LOI" expired on May 1, 2006. The proposed transaction was never consummated. The agreement was terminated as outlined in the terms of the agreement. On February 27, 2006 a note payable (Affinity Note) in the amount of $50,000 was issued to Affinity Financial Group, Inc. for monies loaned to the Company. The Affinity Note is at an interest rate of ten percent (10%) per annum and had an original due date of December 31, 2006. On January 4, 2007, this note was renewed with the same terms and a due date of December 31, 2007. On February 28, 2006 Affinity Financial Group, Inc. invoiced the Company $25,000 for consulting fees related to the possible merger with Dental Spas. The balance due was paid on December 15th, 2006. On April 25, 2006 a note payable (Morden Note) was issued to a Company director Rex A. Morden for $10,000 loaned to the Company. The Morden Note was at an interest rate of ten percent (10%) per annum and was due in full with all accumulated interest on December 31, 2006. The principle amount of this note was repaid on January 25, 2007. On July 31, 2006 a note payable (Affinity Note) was issued to Affinity Financial Group, Inc. for $7,500 loaned to the Company. The Affinity Note was at an interest rate of ten percent (10%) per annum and had an original due date of December 31, 2006. The principle amount of this note was repaid in July, 2007. On December 8th, 2006, the Company entered into a letter of intent ("LOI") with The World of Series of Golf, Inc., as a potential merger candidate. In accordance with the terms of the LOI, the Company received a non-refundable deposit in the amount of $50,000. The agreement expired on March 8th, 2007. The Company never received a response to notices, and the proposed transaction was never consummated. The agreement was terminated as outlined in the terms of the agreement. 11 On January 4, 2007 the note holders, Affinity Financial Group, Inc, and C.W. Gilluly, extend the due dates on all notes to December 31, 2007. On March 9th, 2007 the Company entered into a letter of intent ("LOI") with M633, Inc., as a potential merger candidate. In accordance with the terms of the LOI, the Company received a non-refundable deposit in the amount of $100,000. The "LOI" expired on June 9th, 2007. However, on June 25, 2007 the Company agreed to extend the proposed closing date to September 30, 2007. The extension is subject to a non-refundable deposit of $25,000 being paid to the Company on or before July 31, 2007. The Company received an initial payment of $5000 towards the extension on June 26, 2007. Once payment is received in full the Company will execute a new "LOI". The proposed extension was never consummated and the "LOI" agreement was terminated on August 2, 2007. On April 12th, 2007 the annual meeting of the shareholders was held. The majority shareholders re-elected Rex A. Morden as Chairman of the board of directors, and Chancey White, and Dr. Christopher William Gilluly were re-elected as Directors for the coming year. The original Articles of Incorporation of the Company authorized the issuance of twenty million (20,000,000) shares of common stock. Currently, there are twenty million (20,000,000) shares of common stock at par value of $0.001 per share. The Articles of Incorporation of the Company, subsequently amended in March 1999, authorized the issuance of ten thousand (10,000) shares of preferred stock at par value of $40.00 per share. 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 September 30, 2007 we had an accumulated deficit of $468,366. 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. 12 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, 2007. 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. 13 Results of Operations During the three month period ended September 30, 2007, we did not generate any substantial revenues (Note 5). In our most recent three month operating period ended September 30, 2007, we did not generate any substantial revenues. During the six months ended September 30, 2007 we had no business activity however the Company recorded a net gain of $53,833 from non-refundable deposits as compared to net loss $22,961 for the same period ending September 30, 2006. All of the expenses represented general and administrative expenses, particularly accounting and audit fees to maintain our reporting status, and accrued interest on note payable of $3,600 and $9,514 for the quarters ended September 30, 2007 and 2006, 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. 14 Effect of Inflation Inflation did not have any significant effect on the operations of the Company during the quarter ended September 30, 2007. 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. In 2006, the Financial Accounting Standards Board issued the following: - SFAS No. 155: ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS - SFAS NO. 156: ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS - SFAS NO. 157: FAIR VALUE MEASUREMENTS - SFAS NO. 158: EMPLOYERS' ACCOUNTING FOR DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS Management has reviewed these new standards and believes that they have no impact on the financial statements of the Company. 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, 2007, 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, 2007, 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. 15 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. 16 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. 17 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 1, 2007 MOBILE NATION, INC. BY: /s/ Rex A. Morden --------------------- Rex A. Morden President, Chief Executive Officer, and Director (principal and executive officer) Dated: November 1, 2007 BY: /s/ Chancey White -------------------------- Chancey White Secretary and Director (principal accounting officer) 18 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 19