UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549








FORM
10-Q








ý    QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
Quarterly Period Ended June 30, 2008





or





o    TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
the transition period from_________to____________





Commission
File Number 0-23000





Mobile
Nation, Inc.


(Exact
name of registrant issuer as specified in its charter)








Nevada
              (State
      or Other Jurisdiction of Organization)
            68-0427395
              (IRS
      Employer Incorporation or Identification
No.)





7377
E. Doubletree Ranch Rd. #290


Scottsdale, AZ
85258


(Address
of principal executive offices)





Issuer's
telephone number (including area code): (480)
368-1829





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


YES ý    
NO o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):




Large
Accelerated Filer o
Accelerated Filer o
Non-accelerated Filer o Smaller reporting
company ý




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ý No o




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





Class
            Outstanding
      at August 12, 2008Common
      Stock, $.001 par value
            20,000,000









Table of Contents





MOBILENATION, INC.


(A
Development Stage Enterprise)





INDEX





PagePARTI
            FINANCIAL INFORMATION
            3ITEM
      1.
            FINANCIAL STATEMENTS:
            3Balance Sheets — June 30, 2008 (Unaudited) and March 31,
      2008
            3Statements of  Operations (Unaudited) — Quarters
      ended June 30, 2008 and 2007
            4Statements of Cash Flows (Unaudited) —Quarters ended June 30,
      2008 and 2007
            5Notes to Financial Statements
            6ITEM
      2.
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
            9ITEM
      3.
            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
            14ITEM
      4.
            CONTROLS AND PROCEDURES
            14PART
      II
            OTHER INFORMATION
            14








Table of Contents




PARTI - FINANCIAL INFORMATION





ITEM I — FINANCIAL STATEMENTS





MOBILE
NATION, INC.


(A
Development Stage Enterprise)


BALANCE SHEETS





June
      30,
            
            
            March
      31,2008
            
            
            2008ASSETS
            
            (Unaudited)CURRENT
      ASSETSCash
            
            $
            777
            
            
            $
            8,686Subscription
      receivable
            
            
            100,000
            
            
            
            —TOTAL
      CURRENT ASSETS
            
            
            100,777
            
            
            
            8,686TOTAL
      ASSETS
            
            $
            100,777
            
            
            $
            8,686LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
      LIABILITIES:Accrued
      interest payable, a related party
            
            $
            32,576
            
            
            $
            24,814Notes
      payable, directors
            
            
            15,000
            
            
            
            40,000Notes
      payable, AFG, a related party
            
            
            50,000
            
            
            
            55,000Convertible
      note payable, AFG a related party
            
            
            —
            
            
            
            75,000TOTAL
      CURRENT LIABILITIES
            
            
            97,576
            
            
            
            194,814COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      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  issued and outstanding at June 30, 2008 and March 31,
      2008
            
            
            574
            
            
            
            574Additional
      paid in capital
            
            
            229,460
            
            
            
            221,960Stock
      not issued
            
            
            200,000
            
            
            
            —Accumulated
      deficit
            
            
            (426,833
            )
            
            
            (408,662
            )Total
      stockholders’ equity (deficit)
            
            
            3,201
            
            
            
            (186,128
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
            
            $
            100,777
            
            
            $
            8,686





See
accompanying notes to the financial statements.





3
 Table of Contents








MOBILENATION, INC.


(A
Development Stage Enterprise)


STATEMENTS OF
OPERATIONS


(UNAUDITED)





Quarter
      Ended June 30,
            
            
            From
      March 15, 19902008
            
            
            2007
            
            
            (Inception)
      to June 30, 2008REVENUES
            
            $
            
            
            
            $
            
            
            
            $COST
      OF SALES
            
            
            —
            
            
            
            —
            
            
            
            —GROSS
      PROFIT
            
            
            —
            
            
            
            —
            
            
            
            —OPERATING
      EXPENSESSelling,
      general and administrative expenses
            
            
            10,410
            
            
            
            13,686
            
            
            
            439,433Total
      operating expenses
            
            
            10,410
            
            
            
            13,686
            
            
            
            439,433LOSS
      FROM OPERATIONS
            
            
            (10,410
            )
            
            
            (13,686
            )
            
            
            (439,433
            )Interest
      income and other, net
            
            
            (7,762
            )
            
            
            (3,787
            )
            
            
            12,599NET
      LOSS APPLICABLE TO COMMON STOCKHOLDERS
            
            $
            (18,172
            )
            
            $
            (17,473
            )
            
            $
            (426,834
            )NET
      LOSS PER SHARE OF COMMON STOCK—
            
            $
            (0.03
            )
            
            $
            (0.03
            )WEIGHTED
      AVERAGE SHARES OUTSTANDING—
            
            
            573,500
            
            
            
            573,500











See
accompanying notes to the financial statements.





4
 Table of Contents





MOBILENATION, INC.


(A
Development Stage Enterprise)


STATEMENTS OF CASH
FLOWS


(UNAUDITED)





Quarters
      Ended June 30,
            
            
            From
      March15, 1990 (Inception) to June 30, 20082008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Loss
      from continuing operations
            
            $
            (18,172
            )
            
            $
            (17,473
            
            
            $
            (426,833
            )Changes
      in operating assets and liabilities, net of effects from
      acquisition/disposition of business:Fair
      value of salaries donated as capital
            
            
            —
            
            
            
            —
            
            
            
            151,500Common
      stock issued for services
            
            
            —
            
            
            
            —
            
            
            
            25,053Increase
      (decrease) in non-refundable deposits
            
            
            —
            
            
            
            —
            
            
            
            (100,000
            )Accounts
      payable
            
            
            —
            
            
            
            10,000
            
            
            
            —Accrued
      interest
            
            
            7,763
            
            
            
            (1,751
            
            
            
            7,762Net
      cash used in operating activities
            
            
            (10,409
            )
            
            
            (9,224
            
            
            
            (317,704
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Net
      proceeds from committed common stock
            
            
            100,000
            
            
            
            —
            
            
            
            100,000Proceeds
      from non-refundable deposits
            
            
            —
            
            
            
            5,000Other
            
            
            7,500
            
            
            
            —
            
            
            
            7,500Proceeds
      from contributed capital
            
            
            
            
            
            
            
            
            
            
            23,256Proceeds
      from non-refundable deposits
            
            
            
            
            
            
            
            
            
            
            100,000Net
      proceeds from issuance of debt
            
            
            —
            
            
            
            —
            
            
            
            350,425Repayment
      of debt
            
            
            (105,000
            )
            
            
            —
            
            
            
            (262,700
            )Net
      cash provided by financing activities
            
            
            2,500
            
            
            
            5,000
            
            
            
            318,481NET
      (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (7,909
            )
            
            
            (4,224
            
            
            
            777CASH
      AND CASH EQUIVALENTS, Beginning of period
            
            
            8,686
            
            
            
            58,941
            
            
            
            —CASH
      AND CASH EQUIVALENTS, End of period
            
            $
            777
            
            
            $
            54,717
            
            
            $
            777








Quarters
      Ended June 30,2008
            
            2007SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      received/(paid) during the period for:Interest
            
            $
            —
            
            
            $
            (3,787
            )Income
      taxes
            
            $
            —
            
            
            $
            —SUPPLEMENTAL
      DISCLOSURE OF NON CASH TRANSACTIONSNone





See
accompanying notes to the financial statements.








5
 Table of Contents




MOBILENATION, INC.


(A
Development Stage Enterprise)


NOTES TO FINANCIAL
STATEMENTS


(UNAUDITED)





NOTE
1.    SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




Current
Operations and Background - Mobile Nation, Inc. ("Mobile Nation", "Company",
"We" or "Our") seeks suitable exploration licenses for the mining of precious
metals.  We are a development stage enterprise.
  On May
20, 2008, the Company entered into a Share Purchase Agreement (the "Agreement")
with Mongsource USA, LLC ("Mongsource USA"), under which Mongsource USA agreed
to purchase, and the Company agreed to sell, an aggregate of 19,426,500 shares
of common stock of Mobile Nation, Inc $200,000, or $0.0103 per share. The
transaction closed on July 8, 2008. The subscription receivable of $100,000 was
collected on July 8, 2008.





Current
Operations and Background— Mobile Nation, Inc. ("Mobile Nation",
"Company", “We” or “Our”) seeks suitable exploration licenses for the mining of
precious metals.  We are a development stage enterprise.





On May
20, 2008, the Company entered into a Share Purchase Agreement (the “Agreement”)
with Mongsource USA, LLC ("Mongsource USA"), under which Mongsource USA agreed
to purchase, and the Company agreed to sell, an aggregate of 19,426,500 shares
of common stock of Mobile Nation, Inc $200,000, or $0.0103 per share. The
transaction closed on July 8, 2008.





Going Concern— The accompanying financial statements have been prepared assuming that
we will continue as a going concern.  We have has suffered recurring
losses from operations since our inception and have an accumulated deficit of
$426,833 at June 30, 2008.  The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or amounts and classifications of liabilities that might be
necessary should we be unable to continue our existence.  The recovery
of our assets is dependent upon continued operations of the
Company.





In addition, our recovery is dependent
upon future events, the outcome of which is undetermined.  We intend
to continue to attempt to raise additional capital, but there can be no
certainty that such efforts will be successful.





Basis of
Presentation and Principles of Consolidation — The accompanying financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States of America.





The
unaudited financial statements have been prepared by us pursuant to the rules
and regulations of the Securities and Exchange Commission (“SEC”). The
information furnished herein reflects all adjustments (consisting of normal
recurring accruals and adjustments) which are, in the opinion of management,
necessary to fairly present the operating results for the respective periods.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. These financial statements should be read in conjunction
with the audited financial statements and footnotes for the year ended March 31,
2008 included in our Annual Report on Form 10-KSB. The results of the three
months ended June 30, 2008 are not necessarily indicative of the results to be
expected for the full year ending March 31, 2009.





Use of Estimates— The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.





Cash and Cash
Equivalents— We consider investments with original maturities of
90 days or less to be cash equivalents.





Income Taxes—We record income taxes in accordance with the provisions of Statement of
Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income
Taxes.”  The standard requires, among other provisions, an asset and
liability approach to recognize deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the financial
statement carrying amounts and tax basis of assets and
liabilities.  Valuation allowances are provided if, based upon the
weight of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized.





Stock-Based
Compensation—On January 1, 2006, we adopted SFAS No. 123 (revised 2004),
“Share-Based Payment,” (“SFAS 123(R)”) which was issued in December 2004. SFAS
123(R) revises SFAS No. 123, “Accounting for Stock Based Compensation,” and
supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and
its related interpretations. SFAS 123(R) requires recognition of the cost of
employee services received in exchange for an award of equity instruments in the
financial statements over the period the employee is required to perform the
services in exchange for the award. SFAS 123(R) also requires measurement of the
cost of employee services received in exchange for an award. SFAS 123(R) also
amends SFAS No. 95, “Statement of Cash Flows,” to require the excess tax
benefits be reported as financing cash inflows, rather than as a reduction of
taxes paid, which is included within operating cash flows. We have chosen to
adopt SFAS 123(R) using the modified prospective method. Accordingly, prior
period amounts have not been restated. Under this application, we recorded the
cumulative effect of compensation expense for the unvested portion of previously
granted awards that remain outstanding at the date of adoption and recorded
compensation expense for all awards granted after the date of
adoption.





6
 Table of Contents




SFAS 123(R) provides that income tax effects of share-based payments are
recognized in the financial statements for those awards that will normally
result in tax deduction under existing law. Under current U.S. federal tax law,
we would receive a compensation expense deduction related to non-qualified stock
options only when those options are exercised and vested shares are received.
Accordingly, the financial statement recognition of compensation cost for
non-qualified stock options creates a deductible temporary difference which
results in a deferred tax asset and a corresponding deferred tax benefit in the
income statement. We do not recognize a tax benefit for compensation expense
related to incentive stock options unless the underlying shares are disposed in
a disqualifying disposition.





Net Income (Loss)
Per Share— We compute net loss per share in accordance with SFAS No.
128, “Earnings per Share,” and SEC Staff Accounting Bulletin No. 98 (“SAB 98”).
Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding
during the period.  Common equivalent shares related to stock options and
warrants have been excluded from the computation of basic and diluted earnings
per share, for the quarters ended June 30, 2008 and 2007 because their effect is
anti-dilutive.





Concentration of
Credit Risk— Financial instruments that potentially subject us to a
concentration of credit risk consist of cash.  We maintain our cash
with high credit quality financial institutions; at times, such balances with
any one financial institution may exceed FDIC insured limits.





Financial
Instruments— Our financial instruments consist of cash, accounts payable
and notes payable.  The carrying values of cash and accounts payable
are representative of their fair values due to their short-term
maturities.





Recently Issued
Accounting Pronouncements—





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51.  This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest.  This statement is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  Based on current conditions, we do not expect the
adoption of SFAS 160 to have a significant impact on our results of operations
or financial position.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations.”  This statement replaces FASB Statement No. 141,
“Business Combinations.” This statement retains the fundamental requirements in
SFAS 141 that the acquisition method of accounting (which SFAS 141 called
the purchase method) be used for all business combinations and for an acquirer
to be identified for each business combination. This statement defines the
acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. This statement requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the statement. This statement applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We do not expect the adoption of SFAS 160 to have a
significant impact on our results of operations or financial
position.





In March,
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows.





FASB
Statement No. 161 achieves these improvements by requiring disclosure of the
fair values of derivative instruments and their gains and losses in a tabular
format. It also provides more information about an entity’s liquidity by
requiring disclosure of derivative features that are credit risk–related.
Finally, it requires cross-referencing within footnotes to enable financial
statement users to locate important. Based on current conditions, we do not
expect the adoption of SFAS 161 to have a significant impact on our results of
operations or financial position.





In April
2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible
Assets”, (FSP 142-3). FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible
Assets”. FSP 142-3 is effective for fiscal years beginning after December 15,
2008. The Company is currently assessing the impact of FSP 142-3 on its
consolidated financial position and results of operations.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS No. 162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS No. 162 is effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”. The implementation of this standard will not
have a material impact on our consolidated financial position and results of
operations.





7
 Table of Contents




In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities” (FSP EITF
03-6-1). FSP EITF 03-6-1 clarified that all outstanding unvested share-based
payment awards that contain rights to nonforfeitable dividends participate in
undistributed earnings with common shareholders. Awards of this nature are
considered participating securities and the two-class method of computing basic
and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective for
fiscal years beginning after December 15, 2008. The Company is currently
assessing the impact of FSP EITF 03-6-1 on its consolidated financial position
and results of operations.





In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (EITF 07-5). EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including evaluating the instrument’s contingent exercise and
settlement provisions. It also clarifies on the impact of foreign currency
denominated strike prices and market-based employee stock option valuation
instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning
after December 15, 2008. The Company is currently assessing the impact of EITF
07-5 on its consolidated financial position and results of
operations.





In June
2008, the FASB ratified EITF Issue No. 08-3, “Accounting for Lessees for
Maintenance Deposits Under Lease Arrangements” (EITF 08-3). EITF 08-3 provides
guidance for accounting for nonrefundable maintenance deposits. It also provides
revenue recognition accounting guidance for the lessor. EITF 08-3 is effective
for fiscal years beginning after December 15, 2008. The Company is currently
assessing the impact of EITF 08-3 on its consolidated financial position and
results of operations.





NOTE
2 – NOTE PAYABLE.





Notes
payable, directors





During
the year ended March 31, 2004, the Company received $50,000 from a
director.  This note has an interest rate of 6% per annum, is
unsecured and had an original due date of December 31, 2005.  On April
30, 2008, this note was renewed with the same terms and a due date of December
31, 2008.  On March 12, 2007 a payment of $25,000 was made on the
principal amount.  As of June 30, 2008, accrued interest payable
totaled $11,354.





On
February 8th, 2008 a note payable (Gilluly Note) was issued to a Company
director, C.W. Gilluly, for $15,000 loaned to the Company.  The
Gilluly Note has an interest rate of 12% per annum, is unsecured and has a due
date of December 31, 2008.   As of June 30, 2008, accrued
interest payable totaled $252.





During
the year ended March 31, 2005, the Company received $5,000 from the Company's
President and director.  This note had an interest rate 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.  At March 31, 2007, accrued interest payable totaled
$934.  The $907 of interest was paid in May 2007 with $27 payable at
June 30, 2008.





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 former director and officer of the Company.  The notes have
an interest rate of 8% per annum, are unsecured and had an original due date of
December 31, 2005. April 30, 2008, this note was renewed with the same terms and
a due date of December 31, 2008. On January 25, 2007, a payment of $12,500 was
applied to the principal amount.  Accrued interest paid during the
year totaled $983 with an accrued payable of $473 at June 30, 2008.





During
the year ended March 31, 2006, the Company received $50,000 from AFG in exchange
for a note payable.  The note has an interest rate of 10% per annum,
is unsecured and due on or before December 31, 2006.  On April 30,
2008, this note was renewed with the same terms and a due date of December 31,
2008.  Accrued interest paid during the year totaled $6,582 with an
accrued payable of $4,557 at June 30, 2008.





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, and then extended to December 31, 2008.  The
principal amount of the note was paid in July, 2007 and subsequently accrued
interest of $500 was paid, with a balance of $188 due and payable at June 30,
2008.





On
December 28, 2007, a note payable (Affinity Note) was issued to Affinity
Financial Group, Inc. for the $25,000 unpaid portion of the $50,000 short term
advance to the Company in August, 2007.  The Note bears an interest
rate of ten percent (10%) per annum is unsecured and due on or before December
31, 2008.  As an inducement to payoff, the note interest was waived
and the note was paid in full in February 2008.





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 and had an original due date of December 31,
2006.  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 April 30, 2008, the due date on this note was
extended to December 31, 2008.  Accrued interest paid during the year
ended March 31, 2008 totaled $27,865 with an accrued payable of $7,963 at June
30, 2008.





8
 Table of Contents




Subsequent
event





On July
8, 2008, all debts and accrued interest were satisfied.





On July
11, 2008, we entered into a Revolving Promissory Note (the “Note”) with
Mongsource USA the majority stockholder of the Company.  Under the
terms of the Note, Mongsouce USA agreed to advance to the Company, from time to
time and at the request of the Company, amounts up to an aggregate of $500,000
until June 30, 2009.  All advances shall be paid on or before June 30,
2009 and interest shall accrue from the date of any advances on any principal
amount withdrawn, and on accrued and unpaid interest thereon, at the rate of 10
percent (10%) per annum, compounded annually.








NOTE
3 – CONCENTRATION OF CREDIT RISK





We maintain our cash balances in various
financial institutions that from time to time exceed amounts insured by the
Federal Deposit Insurance Corporation up to $100,000, per financial
institution.  As of June 30, 2008, our deposits did not exceed insured
amounts.  We have not experienced any losses in such accounts and we
believe we are not exposed to any significant credit risk on
cash.





ITEM2 .  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS





The
information contained in this Form 10-Q is intended to update the information
contained in our Annual Report on Form 10-KSB for the year ended March 31, 2008
and presumes that readers have access to, and will have read, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
other information contained in such Form 10-KSB.  The following
discussion and analysis also should be read together with our condensed
consolidated financial statements and the notes to the condensed consolidated
financial statements included elsewhere in this Form 10-Q.





The
following discussion contains certain statements that may be deemed
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995.  Such statements appear in a number of
places in this Report, including, without limitation, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”  These
statements are not guarantees of future performance and involve risks,
uncertainties and requirements that are difficult to predict or are beyond our
control.  Forward-looking statements speak only as of the date of this
quarterly report. You should not put undue reliance on any forward-looking
statements.  We strongly encourage investors to carefully read the
factors described in our Annual Report on Form 10-KSB for the year ended March
31, 2008 in the section entitled “Risk Factors” for a description of certain
risks that could, among other things, cause actual results to differ from these
forward-looking statements. We assume no responsibility to update the
forward-looking statements contained in this quarterly report on Form 10-Q. The
following should also be read in conjunction with the unaudited Consolidated
Financial Statements and notes thereto that appear elsewhere in this
report.





Overview





We seek
suitable exploration licenses for the mining of precious metals.  We
are a development stage enterprise.





On May
20, 2008, the Company entered into a Share Purchase Agreement (the “Agreement”)
with Mongsource USA, LLC ("Mongsource USA"), under which Mongsource USA agreed
to purchase, and the Company agreed to sell, an aggregate of 19,426,500 shares
of common stock of Mobile Nation, Inc for a purchase price of $200,000, or
$0.0103 per share. The transaction closed on July 8, 2008.





Critical Accounting Policies
and Estimates





The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America ("GAAP") requires management
to make estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of expenses during the
reporting period. On an ongoing basis, we evaluate our estimates which are based
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. The result of these evaluations forms the
basis for making judgments about the carrying values of assets and liabilities
and the reported amount of expenses that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions. The following accounting policies require significant management
judgments and estimates:





We account for our business
acquisitions under the purchase method of accounting in accordance with
SFAS 141, "Business Combinations." The total cost of acquisitions is
allocated to the underlying net assets, based on their respective estimated fair
values. The excess of the purchase price over the estimated fair value of the
tangible net assets acquired is recorded as intangibles. Determining the fair
value of assets acquired and liabilities assumed requires management's judgment
and often involves the use of significant estimates and assumptions, including
assumptions with respect to future cash inflows and outflows, discount rates,
asset lives, and market multiples, among other items.





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We assess
the potential impairment of long-lived assets and identifiable intangibles under
the guidance of SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." which states that a long-lived asset should be tested for
recoverability whenever events or changes in circumstances indicate that the
carrying amount of the long-lived asset exceeds its fair value. An impairment
loss is recognized only if the carrying amount of the long-lived asset exceeds
its fair value and is not recoverable.





We base out estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. There can be no assurance that actual
results will not differ from these estimates.





For the Quarters Ended June
30, 2008 and 2007





Results
of Operations





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses were $10,410 and $13,686 for the quarters
ended June 30, 2008 and 2007, respectively.





Interest
Income, Interest Expense and Other





Interest
expense was $7,762 and $3,787 for the quarters ended June 30, 2008 and 2007,
respectively, an increase in expense of $3,975.  The increase is
principally due to the higher amount of debt.





Liquidity
and Capital Resources





Net cash used in operating activities
was $10,409 and $9,224 in the three months ended June 30, 2008 and 2007,
respectively.





Net cash provided by financing
activities was $2,500 and 5,000 in the three months ended June 30, 2008 and
2007, respectively.  The difference in cash provided by financing
activities was primarily due to the proceeds from committed common stock of
$100,000 and the repayment of debt of $105,000.





On May
20, 2008, the Company entered into a Share Purchase Agreement (the “Agreement”)
with Mongsource USA, LLC ("Mongsource USA"), under which Mongsource USA agreed
to purchase, and the Company agreed to sell, an aggregate of 19,426,500 shares
of common stock of Mobile Nation, Inc for a purchase price of $200,000, or
$0.0103 per share. The transaction closed on or before July 8,
2008.





On July
11, 2008, we entered into the Note with Mongsource USA the majority stockholder
of the Company.  Under the terms of the Note, Mongsouce USA agreed to
advance to the Company, from time to time and at the request of the Company,
amounts up to an aggregate of $500,000 until June 30, 2009.  All
advances shall be paid on or before June 30, 2009 and interest shall accrue from
the date of any advances on any principal amount withdrawn, and on accrued and
unpaid interest thereon, at the rate of 10 percent (10%) per annum, compounded
annually.





Inflation and
Seasonality





Inflation
has not been material to us during the past five years. Seasonality has not been
material to us.





Recent Accounting
Pronouncements





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51.  This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest.  This statement is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  Based on current conditions, we do not expect the
adoption of SFAS 160 to have a significant impact on our results of operations
or financial position.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations.”  This statement replaces FASB Statement No. 141,
“Business Combinations.” This statement retains the fundamental requirements in
SFAS 141 that the acquisition method of accounting (which SFAS 141 called
the purchase method) be used for all business combinations and for an acquirer
to be identified for each business combination. This statement defines the
acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. This statement requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the statement. This statement applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We do not expect the adoption of SFAS 160 to have a
significant impact on our results of operations or financial
position.





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In March,
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows.


FASB
Statement No. 161 achieves these improvements by requiring disclosure of the
fair values of derivative instruments and their gains and losses in a tabular
format. It also provides more information about an entity’s liquidity by
requiring disclosure of derivative features that are credit risk–related.
Finally, it requires cross-referencing within footnotes to enable financial
statement users to locate important items. Based on current conditions, we do
not expect the adoption of SFAS 161 to have a significant impact on our results
of operations or financial position.





In April
2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible
Assets”, (FSP 142-3). FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible
Assets”. FSP 142-3 is effective for fiscal years beginning after December 15,
2008. The Company is currently assessing the impact of FSP 142-3 on its
consolidated financial position and results of operations.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS No. 162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS No. 162 is effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”. The implementation of this standard will not
have a material impact on our consolidated financial position and results of
operations.





In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities” (FSP EITF
03-6-1). FSP EITF 03-6-1 clarified that all outstanding unvested share-based
payment awards that contain rights to nonforfeitable dividends participate in
undistributed earnings with common shareholders. Awards of this nature are
considered participating securities and the two-class method of computing basic
and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective for
fiscal years beginning after December 15, 2008. The Company is currently
assessing the impact of FSP EITF 03-6-1 on its consolidated financial position
and results of operations.





In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (EITF 07-5). EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including evaluating the instrument’s contingent exercise and
settlement provisions. It also clarifies on the impact of foreign currency
denominated strike prices and market-based employee stock option valuation
instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning
after December 15, 2008. The Company is currently assessing the impact of EITF
07-5 on its consolidated financial position and results of
operations.





In June
2008, the FASB ratified EITF Issue No. 08-3, “Accounting for Lessees for
Maintenance Deposits Under Lease Arrangements” (EITF 08-3). EITF 08-3 provides
guidance for accounting for nonrefundable maintenance deposits. It also provides
revenue recognition accounting guidance for the lessor. EITF 08-3 is effective
for fiscal years beginning after December 15, 2008. The Company is currently
assessing the impact of EITF 08-3 on its consolidated financial position and
results of operations.


Risk
Factors





The following important factors, and
the important factors described elsewhere in this report or in our other filings
with the SEC, could affect (and in some cases have affected) our results and
could cause our results to be materially different from estimates or
expectations.  Other risks and uncertainties may also affect our
results or operations adversely.  The following and these other risks
could materially and adversely affect our business, operations, results or
financial condition.





We
have a history of net losses and may never achieve or maintain
profitability.





We have a history of incurring losses
from operations. As of June 30, 2008, we had an accumulated deficit of
$426,833.  We anticipate that our existing cash and cash equivalents
will not be sufficient to fund our business needs. Our ability to continue may
prove more expensive than we currently anticipate and we may incur significant
additional costs and expenses in connection with seeking a suitable transaction.
In the event we use all of our cash resources, Mongsource has indicated the
willingness to loan us funds at the prevailing market rate until such business
combination is consummated.





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We
are a development stage company seeking to acquire exploration licenses for the
mining of precious metals and may not be successful.





Mineral exploration is an inherently
risky business. Very few exploration companies go on to discover economically
viable mineral deposits or reserves that ultimately result in an operating mine.
In order for us to commence mining operations, we face a number of challenges
which include finding qualified professionals to conduct our exploration
program, obtaining adequate financing to continue our exploration program,
locating a viable ore body, partnering with a senior mining company, obtaining
mining permits, and ultimately selling minerals in order to generate
revenue.





Price of commodities can fluctuate
based on world demand and other factors. For example, if the price of a mineral
were to dramatically decline, this could make any ore we have on our mining
claims be uneconomical to mine. We and other companies in our business are
relying on a price of ore that will allow us to develop a mine and ultimately
generate revenue by selling minerals.





We face a risk of not being able to
finance our exploration plans. With each unsuccessful attempt at locating a
commercially viable mineral deposit, we become more and more unattractive in the
eyes of investors. For the short term, this is less of an issue because we have
enough funds to complete the first phase of our exploration program. However,
over the long term this can become a serious issue that can be difficult to
overcome. Without adequate financing we cannot operate exploration programs.
However, this risk is faced by all exploration companies and it is not unique to
us.





We
cannot assure you of the exact amount or timing of any future distribution to
our stockholders.





The precise nature, amount and timing
of any future distribution to our stockholders will depend on and could be
delayed by, among other things, the opportunities for a private company
transaction, administrative and tax filings during or associated with our
seeking a private company transaction or any subsequent dissolution, potential
claim settlements with creditors, and unexpected or greater than expected
operating costs associated with any potential private company transaction or any
subsequent liquidation. Furthermore, we cannot provide any assurances that we
will actually make any distributions.  Any amounts we actually
distribute to our stockholders may be less than the price or prices at which our
common stock has recently traded or may trade in the future.





We
will continue to incur claims, liabilities and expenses that will reduce the
amount available for distribution to stockholders.




Claims,
liabilities and expenses incurred while seeking a private company transaction or
any subsequent dissolution, such as legal, accounting and consulting fees and
miscellaneous office expenses, will reduce the amount of assets available for
future distribution to stockholders. If available cash and amounts received on
the sale of non-cash assets are not adequate to provide for our obligations,
liabilities, expenses and claims, we may not be able to distribute meaningful
cash, or any cash at all, to our stockholders.





We
will continue to incur the expenses of complying with public company reporting
requirements.




We have an obligation to continue to
comply with the applicable reporting requirements of the Securities Exchange Act
of 1934, as amended, even though compliance with such reporting requirements is
economically burdensome.




In
the event of liquidation, our Board of Directors may at any time turn management
of the liquidation over to a third party, and our directors may resign from our
board at that time.




If we are
unable to find or consummate a suitable private company transaction, our
directors may at any time turn our management over to a third party to commence
or complete the liquidation of our remaining assets and distribute the available
proceeds to our stockholders, and our directors may resign from our board at
that time. If management is turned over to a third party and our directors
resign from our board, the third party would have sole control over the
liquidation process, including the sale or distribution of any remaining
assets.




If
we are deemed to be an investment company, we may be subject to substantial
regulation that would cause us to incur additional expenses and reduce the
amount of assets available for distribution.




If we
invest our cash and/or cash equivalents in investment securities, we may be
subject to regulation under the Investment Company Act of 1940. If we are deemed
to be an investment company under the Investment Company Act because of our
investment securities holdings, we must register as an investment company under
the Investment Company Act. As a registered investment company, we would be
subject to the further regulatory oversight of the Division of Investment
Management of the SEC, and our activities would be subject to substantial
regulation under the Investment Company Act. Compliance with these regulations
would cause us to incur additional expenses, which would reduce the amount of
assets available for distribution to our stockholders. To avoid these compliance
costs, we intend to invest our cash proceeds in money market funds and
government securities, which are exempt from the Investment Company Act but
which currently provide a very modest return.




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If
we fail to create an adequate contingency reserve for payment of our expenses
and liabilities,  in the event of dissolution, our stockholders could
be held liable for payment to our creditors of each such stockholder’s pro rata
share of amounts owed to the creditors in excess of the contingency reserve, up
to the amount actually distributed to such stockholder.




In the event of dissolution or a
distribution of substantially all our assets, pursuant to the Delaware General
Corporation Law, we will continue to exist for three years after the dissolution
became effective or for such longer period as the Delaware Court of Chancery
shall direct, for the purpose of prosecuting and defending suits against us and
enabling us gradually to close our business, to dispose of our property, to
discharge our liabilities and to distribute to our stockholders any remaining
assets. Under the Delaware General Corporation Law, in the event we fail to
create an adequate contingency reserve for payment of our expenses and
liabilities during this three-year period, each stockholder could be held liable
for payment to our creditors of such stockholder’s pro rata share of amounts
owed to creditors in excess of the contingency reserve, up to the amount
actually distributed to such stockholder.





However, the liability of any
stockholder would be limited to the amounts previously received by such
stockholder from us (and from any liquidating trust or trusts) in the
dissolution. Accordingly, in such event a stockholder could be required to
return all distributions previously made to such stockholder. In such event, a
stockholder could receive nothing from us under the plan of dissolution.
Moreover, in the event a stockholder has paid taxes on amounts previously
received, a repayment of all or a portion of such amount could result in a
stockholder incurring a net tax cost if the stockholder’s repayment of an amount
previously distributed does not cause a commensurate reduction in taxes payable.
There can be no assurance that any contingency reserve established by us will be
adequate to cover any expenses and liabilities.





Our auditors have
expressed a going concern opinion.





Primarily as a result of our recurring
losses and our lack of liquidity, we received a report from our independent
auditors that includes an explanatory paragraph describing the substantial
uncertainty as to our ability to continue as a going concern for the year ended
March 31, 2008.





Any
future sale of a substantial number of shares of our common stock could depress
the trading price of our common stock, lower our value and make it more
difficult for us to pursue or consummate a private company
transaction.





Any sale of a substantial number of
shares of our common stock (or the prospect of sales) may have the effect of
depressing the trading price of our common stock. In addition, these sales could
lower our value and make it more difficult for us to engage in a private company
transaction. Further, the timing of the sale of the shares of our common stock
may occur at a time when we would otherwise be able to engage in a private
company transaction on terms more favorable to us.





Our
stock price is likely to be highly volatile because of several factors,
including a limited public float.





The market price of our stock is likely
to be highly volatile because there has been a relatively thin trading market
for our stock, which causes trades of small blocks of stock to have a
significant impact on our stock price. You may not be able to resell our common
stock following periods of volatility because of the market's adverse reaction
to volatility.





Other factors that could cause such
volatility may include, among other things:





·
            announcements
      concerning our strategy;





·
            litigation;
      and





·
            general
      market conditions.





Because
our common stock is considered a "penny stock" any investment in our common
stock is considered to be a high-risk investment and is subject to restrictions
on marketability.





Our common stock is currently traded on
the Pinksheets and is considered a "penny stock." The Pinksheets is generally
regarded as a less efficient trading market than the NASDAQ Capital
Market.





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk disclosure document prepared by
the SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. The broker-dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer and any salesperson in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our common
stock.





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Since our
common stock is subject to the regulations applicable to penny stocks, the
market liquidity for our common stock could be adversely affected because the
regulations on penny stocks could limit the ability of broker-dealers to sell
our common stock and thus your ability to sell our common stock in the secondary
market.  There is no assurance our common stock will be quoted on
NASDAQ or the NYSE or listed on any exchange, even if eligible.





We
have additional securities available for issuance, including preferred stock,
which if issued could adversely affect the rights of the holders of our common
stock.





Our articles of incorporation authorize
the issuance of 1,500,000,000 shares of common stock and 5,000,000 shares of
preferred stock.  The common stock and the preferred stock can be
issued by, and the terms of the preferred stock, including dividend rights,
voting rights, liquidation preference and conversion rights can generally be
determined by, our board of directors without stockholder approval. Any issuance
of preferred stock could adversely affect the rights of the holders of common
stock by, among other things, establishing preferential dividends, liquidation
rights or voting powers. Accordingly, our stockholders will be dependent upon
the judgment of our management in connection with the future issuance and sale
of shares of our common stock and preferred stock, in the event that buyers can
be found therefor. Any future issuances of common stock or preferred stock would
further dilute the percentage ownership of our Company held by the public
stockholders.





ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





A smaller
reporting company is not required to provide the information required by this
Item.





ITEM4 - CONTROLS AND PROCEDURES





Evaluation of
Disclosure Controls and Procedures-  Our management,
with the participation of our interim president, carried out an evaluation of
the effectiveness of our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and
15-d-15(e)) as of the end of the period covered by this report (the "Evaluation
Date"). Based upon that evaluation, our interim president concluded that, as of
the Evaluation Date, our disclosure controls and procedures are
effective.





Changes in
Internal Control Over Financial Reporting-  There were no
changes in our internal controls over financial reporting that occurred during
the period covered by this report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.




PART II - OTHER INFORMATION





ITEM6.




Exhibit
            
            Description31.1
            
            Certification of Chief Executive Officer pursuant to
      Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of
      the Sarbanes-Oxley Act of 2002.31.2
            
            Certification of Chief Financial Officer pursuant to
      Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of
      the Sarbanes-Oxley Act of 2002.32
            
            Certification of the Company’s 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.







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SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





MOBILE
      NATION, INC.Date:
      August 14, 2008
            /s/  PHILIP
      LIUName:
      Philip LiuTitle: Chief
      Executive OfficerDate:
      August 14, 2008
            /s/  ERIC
      STOPPENHAGENName:
      Eric StoppenhagenTitle: Chief
      Financial Officer








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EXHIBIT
INDEX





Exhibit
            
            Description31.1
            
            Certification of Chief Executive Officer pursuant to
      Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of
      the Sarbanes-Oxley Act of 2002.31.2
            
            Certification of Chief Financial Officer pursuant to
      Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of
      the Sarbanes-Oxley Act of 2002.32
            
            Certification of the Company’s 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.










16