UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549








FORM
10-Q




ý
              Quarterly Report Pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of
      1934
 For the
quarterly period ended September 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 000-28739
 _____________________
 Mobicom
Corporation
 (Name of
small business issuer in its charter)
  Nevada
                  
                  91-1903590(State
      or other jurisdiction of incorporation or organization)
                  
                  (I.R.S.
      Employer Identification No.)3328
      Granada Ave, San Diego, CA
                  
                  92104(Address
      of principal executive offices)
                  
                  (Zip
      Code)(949)
      253-5858(Registrant's
      telephone number, including area
code)
  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.    Yesý    No ̈
  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  ̈
                Accelerated
      filer  ̈
                Non-accelerated
      filer  ̈
                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  ̈  No ý
  As of
November 12, 2008, 52,222,034 shares of the issuer's common stock, par
value $0.001 per share, were outstanding.  The common stock is the
issuer's only class of stock currently outstanding.








MobicomCorporation




Quarterly
Report on Form 10-Q




For
the Three Months Ended September 30, 2008




TABLE OF
CONTENTS




PageFORWARD
      LOOKING STATEMENTS
                  iiPART
      I —FINANCIAL INFORMATION
                  3Item
      1.
                  FINANCIAL STATEMENTS
                  3Item
      2.
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
                  11Item
      3.
                  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                  15Item
      4.
                  CONTROLS AND PROCEDURES
                  15PART
      II —OTHER INFORMATION
                  17Item
      1.
                  LEGAL PROCEEDINGS
                  17Item
      1A.
                  RISK FACTORS
                  17Item
      2.
                  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
                  18Item
      3.
                  DEFAULTS UPON SENIOR SECURITIES
                  18Item
      4.
                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                  18Item
      5.
                  OTHER INFORMATION
                  19Item
      6.
                  EXHIBITS
                  19





-i-
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FORWARDLOOKING STATEMENTS




In this
report, unless the context indicates otherwise, the terms "Mobicom," "Company,"
"we," "us," and "our" refer to Mobicom Corporation, a Nevada corporation, and
its subsidiaries, Mobicom Korea, a Korean corporation; and Mobicom USA
Corporation, a Nevada corporation.




This
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, or the "Securities Act," and Section 21E of the
Securities Exchange Act of 1934 or the "Exchange Act."  These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or
anticipated results, including those set forth under the heading "Risk Factors"
and elsewhere in, or incorporated by reference into, this report.




In some
cases, you can identify forward looking statements by terms such as "may,"
"intend," "might," "will," "should," "could," "would," "expect," " believe, " "
anticipate, " "estimate," "predict," "potential," or the negative of these
terms.  These terms and similar expressions are intended to identify
forward-looking statements.  Such statements are subject to certain
risks and uncertainties, which could cause actual results to differ materially
from those projected.  The forward-looking statements in this report
are based upon management's current expectations and belief, which management
believes are reasonable.  In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor or combination of
factors, or factors we are aware of, may cause actual results to differ
materially from those contained in any forward looking
statements.  You are cautioned not to place undue reliance on any
forward-looking statements.  These forward-looking statements reflect
our expectations as of the date of this report.  Except to the extent
required by federal securities laws, we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.




You
should be aware that our actual results could differ materially from those
contained in the forward-looking statements due to a number of factors,
including:




·
            our
      operating costs may increase beyond our current expectations and we may be
      unable to fully implement our current business
  plan;


·
            our
      ability to obtain future financing or funds when
  needed;


·
            our
      ability to successfully obtain a diverse customer
  base;


·
            our
      ability to protect our intellectual property through patents, trademarks,
      copyrights and confidentiality
agreements;


·
            our
      ability to attract and retain a qualified employee
  base;


·
            our
      ability to respond to new developments in technology and new applications
      of existing technology before our
competitors;


·
            acquisitions,
      business combinations, strategic partnerships, divestures, and other
      significant transactions may involve additional
    uncertainties;


·
            our
      ability to maintain and execute a successful business strategy;
      and


·
            we
      face other risks described from time to time in periodic and current
      reports we file with the United States Securities and Exchange Commission,
      or the "SEC."




Other
risks and uncertainties include such factors, among others, as market acceptance
and market demand for our products and services, pricing, the changing
regulatory environment, the effect of our accounting policies, potential
seasonality, industry trends, adequacy of our financial resources to execute our
business plan, our ability to attract, retain and motivate key technical,
marketing and management personnel, possible disruption in commercial activities
occasioned by terrorist activity and armed conflict, and other risk factors
detailed in this report and our other SEC filings.  You should
consider carefully the statements under "Item 1A. Risk Factors" in "Part
II—Other Information" and other sections of this report, which address
additional factors that could cause our actual results to differ from those set
forth in the forward-looking statements and could materially and adversely
affect our business, operating results and financial condition.  All
subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
applicable cautionary statements.





-ii-
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PARTI—FINANCIAL
INFORMATION


Item 1.   FINANCIAL
STATEMENTS




Mobicom
Corporation


and
its subsidiaries


Consolidated
Balance Sheet




Nine
      Months Ended
                      September
      30, 2008
                    
                    
                    Year
      Ended
                      December
      31, 2007(unaudited)
                    
                    
                    (audited)AssetsCurrent
      assetsCash
      and cash equivalents
                    
                    $
                    10,845
                    
                    
                    $
                    41,303Accounts
      receivable, net allowance of $421,637
                    
                    
                    1,686,547
                    
                    
                    
                    29,462Prepayments
                    
                    
                    43,086
                    
                    
                    
                    10,320Loan
      to related party
                    
                    
                    9,612
                    
                    
                    
                    11,026Other
      current assets
                    
                    
                    593
                    
                    
                    
                    178Total
      current assets
                    
                    
                    1,750,683
                    
                    
                    
                    92,289Property
      and equipment, net
                    
                    
                    501,486
                    
                    
                    
                    752,321Deposits
                    
                    
                    188,522
                    
                    
                    
                    39,829Total
      assets
                    
                    $
                    2,440,691
                    
                    
                    $
                    884,440Liabilities
      and Stockholders' DeficitCurrent
      liabilitiesAccounts
      payable and accrued expenses
                    
                    $
                    1,429,704
                    
                    
                    $
                    70,460Advances
      from related parties
                    
                    
                    1,041,082
                    
                    
                    
                    221,570Other
      current liabilities
                    
                    
                    3,314
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    2,474,100
                    
                    
                    
                    292,030Total
      liabilities
                    
                    
                    2,474,100
                    
                    
                    
                    292,030Stockholders'
      equityCommon
      stock, 250,000,000 shares authorized, par value $.001, 52,222,034 shares
      issued and outstanding
                    
                    
                    52
                    
                    
                    
                    55Additional
      paid in capital
                    
                    
                    771,203
                    
                    
                    
                    986,942Other
      comprehensive loss
                    
                    
                    (125,502
                    )
                    
                    
                    -Accumulated
      earnings
                    
                    
                    (679,162
                    )
                    
                    
                    (394,587
                    )Total
      stockholders' equity
                    
                    
                    (33,409
                    )
                    
                    
                    592,410Total
      liabilities and stockholders' equity
                    
                    $
                    2,440,691
                    
                    
                    $
                    884,440




-3-
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Mobicom
Corporation


and
its subsidiaries


Consolidated
Statements of Operations


(Unaudited)







Three
      Months Ended
                
                
                Three
      Months Ended
                
                
                Nine
      Months Ended
                
                
                Nine
      Months EndedSeptember
      30, 2008
                
                
                September
      30, 2007
                
                
                September
      30, 2008
                
                
                September
      30, 2007Revenues,
      net provision for bad debt
                
                $
                346,507
                
                
                $
                49,904
                
                
                $
                3,326,019
                
                
                $
                115,214Operating
      ExpensesDepreciation
      and amortization
                
                
                37,099
                
                
                
                127,680
                
                
                
                117,217
                
                
                
                127,680Salaries,
      wages and benefits
                
                
                236,648
                
                
                
                52,527
                
                
                
                592,606
                
                
                
                102,080Commissions
      and fees
                
                
                398,731
                
                
                
                28,980
                
                
                
                2,099,566
                
                
                
                101,519Occupancy
      expenses
                
                
                49,956
                
                
                
                23,045
                
                
                
                119,415
                
                
                
                48,125Interest
      expense
                
                
                -
                
                
                
                36,208
                
                
                
                -
                
                
                
                36,208Supplies
      and server maintenance
                
                
                11,432
                
                
                
                12,698
                
                
                
                45,112
                
                
                
                16,159Research
      and development
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                5,389Taxes
      and dues
                
                
                8,601
                
                
                
                13,965
                
                
                
                16,989
                
                
                
                18,219Freight
      expense
                
                
                -
                
                
                
                -
                
                
                
                2,474
                
                
                
                6,668Other
      expenses
                
                
                20,878
                
                
                
                19,454
                
                
                
                94,061
                
                
                
                24,458Total
      expenses
                
                
                763,347
                
                
                
                314,557
                
                
                
                3,087,439
                
                
                
                486,505Operating
      profit/(loss)
                
                
                (416,840
                )
                
                
                (264,653
                )
                
                
                238,580
                
                
                
                (371,291
                )Corporate
      expenses
                
                
                (608,153
                )
                
                
                -
                
                
                
                (608,153
                )
                
                
                -Other
      expenese, net of other income
                
                
                (169
                )
                
                
                (662
                )
                
                
                (1,252
                )
                
                
                (660
                )Net
      loss
                
                $
                (1,025,162
                )
                
                $
                (265,315
                )
                
                $
                (370,825
                )
                
                $
                (371,951
                )Basic
      and diluted loss per common share
                
                
                (0.020
                )
                
                
                (0.142
                )
                
                
                (0.007
                )
                
                
                (0.200
                )Weighted
      average number of common shares used in per share
    calculations
                
                
                52,222,034
                
                
                
                1,862,000
                
                
                
                52,222,034
                
                
                
                1,862,000





-4-
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Mobicom
Corporation


and
its subsidiaries


Consolidated
Statements of Cash Flows


(Unaudited)





Nine
      Months Ended
                
                
                Nine
      Months EndedSeptember
      30, 2008
                
                
                September
      30, 2007Cash
      flows used for operating activitiesNet
      profit/(loss)
                
                $
                (370,825
                )
                
                $
                (371,951
                )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                
                
                117,217
                
                
                
                127,680Other
      comprehensive loss
                
                
                (125,502
                )Changes
      in operating assets and liabilities
                
                
                -
                
                
                
                -Increase
      in accounts receivable
                
                
                (1,663,525
                )
                
                
                (5,242
                )Increase
      in prepayments
                
                
                (35,022
                )
                
                
                (3,460
                )Increase
      in other current assets
                
                
                (453
                )
                
                
                -Increase
      in other current liabilities
                
                
                3,314
                
                
                
                -Increase
      in accounts payable and accrued expenses
                
                
                1,374,645
                
                
                
                58,894Cash
      flows used for operating activities
                
                
                (700,151
                )
                
                
                (194,078
                )Cash
      flows from financing activitiesAdvances
      from related parties
                
                
                867,944
                
                
                
                75,445Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                215,556Cash
      flows from financing activities
                
                
                867,944
                
                
                
                291,001Cash
      flows from investing activitiesPurchase
      of property and equipment
                
                
                (30,828
                )
                
                
                (32,930
                )Increase
      in deposits
                
                
                (157,399
                )
                
                
                (32,980
                )Loan
      to related party
                
                
                (996
                )
                
                
                (2,802
                )Cash
      flows from investing activities
                
                
                (189,223
                )
                
                
                (68,712
                )Increase/(decrease)
      in cash and cash equivalents
                
                
                (21,430
                )
                
                
                28,210Cash
      and cash equivalents - Beginning of period
                
                
                32,275
                
                
                
                -Cash
      and cash equivalents - End of period
                
                $
                10,845
                
                
                $
                28,210





-5-
 Table of Contents





MOBICOM
CORPORATION




CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS







Note
1 - Basis of Presentation




The
accompanying consolidated financial statements of Mobicom Corporation, a Nevada
corporation, and its wholly-owned subsidiaries, Mobicom Korea, a Korean
corporation, and Mobicom USA Corporation, a Nevada corporation, as of September
30, 2008 and for the three and nine months ended September 30, 2008 and 2007,
respectively, are unaudited.  The official accounting records of
Mobicom Korea are expressed in Korean won and are maintained in accordance with
the relevant laws and regulations of the Republic of Korea.  The
accounting principles and reporting practices followed by the Company and
generally accepted in Korea ("Korean GAAP") may differ in certain respects from
accounting principles and reporting practices generally accepted in the United
States ("US GAAP").  To conform more closely to presentations
customary in filings with the SEC, the accompanying financial statements have
been restructured and translated into English for the convenience of the readers
of financial statements.  The conversion into U.S. dollars was made at
the rate of ₩1,207.1238 to US$1
effective as of the last business day of the period ended September 30,
2008.  Such conversion into U.S. dollars should not be construed as
representations that the Korean won amounts could be converted into U.S. dollars
at the above or any other rate.




In the
opinion of management, the consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the consolidated financial position, operating results and
cash flows for the periods presented.  Certain prior year amounts may
have been reclassified to conform to current period presentation.




The
information contained in the following condensed notes to the consolidated
financial statements is condensed from that which would appear in the annual
consolidated financial statements; accordingly, the consolidated financial
statements should be reviewed in conjunction with the consolidated financial
statements and related notes thereto contained in the Annual Report on
Form 10-KSB for the year ended December 31, 2007 of the
Company.  Accounting measurements at an interim date inherently
involve greater reliance on estimates than at year-end.  The results
of operations for interim periods presented are not necessarily indicative of
operating results for the entire year.




Note
2 - Going Concern




The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  As shown in the financial
statements, the Company has increased revenues but generated a net loss of
$370,825 for the nine months ended September 30, 2008.  In addition,
during the period from February 17, 2007 through December 31, 2007 the Company
incurred losses from operations of $393,972.  These factors raise
doubt about the Company's ability to continue as a going concern.  Our
independent auditors issued a going concern uncertainty in their report dated
April 11, 2008.  The financial statements included in this report do
not include any adjustments relating to the recoverability and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.




Note
3 - Summary of Significant Accounting Policies




Use
of Estimates




In
preparing consolidated financial statements in conformity with US GAAP,
management is required to make estimates and assumptions that affect 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 reported periods.  Actual results could differ
from those estimates.





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 Table of Contents





Cash
and Cash Equivalents




The
Company considers all highly liquid investments with original maturities of
three months or less at the time of purchase to be cash
equivalents.  As of September 30, 2008, the Company did not have any
cash equivalents.




Property
and Equipment




Property
and equipment are stated at cost.  Major renewals and betterments,
which prolong the useful life or enhance the value of assets, are capitalized;
expenditures for maintenance and repairs are charged to expenses as
incurred.




Depreciation
is provided principally by use of the straight-line method over the useful lives
of the related assets, except for leasehold properties, which are depreciated
over the terms of their related leases or their estimated useful lives,
whichever is less.




The
estimated useful lives are as follows:




Office
      equipment
                  5
      yearsComputer
      equipment
                  5
      years




The gain
or loss on disposal of property, plant and equipment is the difference between
the net sales proceeds and the carrying amount of the relevant assets, and, if
any, is recognized in the statement of operations.




Intangible
Assets




Intangible
assets are stated at cost less amortization computed using the straight-line
method over useful lives.




Impairment
of Assets




In
accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for Impairment or Disposal of Long-Lived Assets", the Company
evaluates its long-lived assets to determine whether later events and
circumstances warrant revised estimates of useful lives or a reduction in
carrying value due to impairment.  If indicators of impairment exist
and if the value of the assets is impaired, an impairment loss would be
recognized.  As of September 30, 2008, no impairment loss has been
recognized.




Income
Taxes




Income
tax expense is determined by adding or deducting the total income tax and
surtaxes to be paid for the current period and the changes in deferred income
tax assets and liabilities.




Deferred
tax is recognized on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in
the computation of taxable profits.  Deferred tax liabilities are
generally recognized for all taxable temporary differences with some exceptions
and deferred tax assets are recognized to the extent that it is probable that
taxable profits will be available against which the deductible temporary
differences can be utilized.  The carrying amount of deferred tax
assets is reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the assets to be
recovered.  Deferred income tax assets and liabilities are classified
into current and non-current based on the classification of related assets or
liabilities for financial reporting purposes.




Revenue
Recognition




Revenue
is recognized in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements".  The Company recognizes revenue
when the significant risks and rewards of ownership have been transferred to the
customer pursuant to applicable laws and regulations, including factors such as
when there has  been evidence of a sales arrangement, the performance
has occurred, or service have been rendered, the price to the buyer is fixed or
determinable, and collectability is reasonably assured.





-7-
 Table of Contents





Foreign
Currency Transactions




The
Company's subsidiary Mobicom Korea’s functional currency is the Korean won and
its reporting currency is U.S. dollars.  The Company's consolidated,
balance sheet accounts are translated into U.S. dollars at the period-end
exchange rates and all revenue and expenses are translated into U.S. dollars at
the average exchange rates prevailing during the periods in which these items
arise.  Translation gains and losses are deferred and accumulated as a
component of other comprehensive income in stockholders'
equity.  Transaction gains and losses that arise from exchange rate
fluctuations from transactions denominated in a currency other than the
functional currency are included in the statement of operations as
incurred.  The volatility of the Korean won against the U.S. dollar
has negatively impacted our reported income, which is based on the US
dollar.




Fair
Value of Financial Instruments




SFAS No.
107, "Disclosures about Fair Values of Financial Instruments", requires
disclosing fair value to the extent practicable for financial instruments that
are recognized or unrecognized in the balance sheet.  The fair value
of the financial instruments disclosed herein is not necessarily representative
of the amount that could be realized or settled, nor does the fair value amount
consider the tax consequences of realization or settlement.




For
certain financial instruments, including cash, accounts and other receivables,
accounts payable, accruals and other payables, it was assumed that the carrying
amounts approximate fair value because of the near term maturities of such
obligations.  The carrying amounts of long-term loans approximate fair
value as the interest on these loans is minimal.




Earnings/(Losses)
Per Share




Basic
earnings (loss) per share is computed by dividing the earnings for the year by
the weighted average number of common shares outstanding for the
period.  Diluted earnings per share reflects the potential dilution of
securities by including other potential common stock, including stock options
and warrants, in the weighted average number of common shares outstanding for a
period, if dilutive.




Accumulated
Other Comprehensive Income




Accumulated
other comprehensive income represents the change in equity of the Company during
the periods presented from foreign currency translation
adjustments.




Research
and Development Costs




The
Company charges substantially all research and development costs to expense as
incurred.




Stock-Based
Compensation




The
Company has adopted SFAS No. 123(R)'s fair value method of accounting for
share-based payments, which establishes standards for the accounting of
transactions in which an entity exchanges its equity for goods and services,
primarily focusing on accounting for transactions where an entity obtains
employee services in a share-based transaction.  SFAS 123(R) requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments, including stock options, based on the
grant-date fare value of the award and to recognize it as a compensation expense
over the period the employee is required to provide service in exchange for the
award, usually the vesting period.




New
Accounting Pronouncements




In
February 2008, FASB issued FASB Staff Position ("FSP") No. FAS 157-2, "Effective
Date of FASB Statement No. 157" ("FSP FAS 157-2"), which delays the effective
date SFAS No. 157, "Fair Value Measurements" for all non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually) for
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years for items within the scope of this FSP.  We are currently
evaluating the impact of adopting FSP FAS 157-2 for non-financial assets and
non-financial liabilities on our financial position, cash flows, and results of
operations.





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We have
considered all other recently issued accounting pronouncements and do not
believe the adoption of such pronouncements will have a material impact on our
consolidated financial statements.




Provisions,
Contingent Liabilities and Contingent Assets




The
Company recognizes a provision when 1) it has a present obligation as a result
of a past event, 2) it is probable that a disbursement of economic resources
will be required to settle the obligation, and 3) a reliable estimate can be
made of the amount of the obligation.  When a possible range of loss
in connection with a probable loss contingency as of the balance sheet date is
estimable with reasonable certainty, and some amount within that range appears
at the time to be a better estimate than any other amount within the range, the
Company accrues such amount.  When no amount within the range appears
to be a better estimate than any other amount, the minimum amount in that range
is recorded.




The
Company does not recognize the following contingent obligations as
liabilities:




·
            Possible
      obligations related to past events, for which the existence of a liability
      can only be confirmed upon occurrence of uncertain future event or events
      outside the control of the Company.




·
            Present
      obligations arising out of past events or transactions, for which 1) a
      disbursement of economic resources to fulfill such obligations is not
      probable or 2) a disbursement of economic resources is probable, but the
      related amount cannot be reasonably
estimated.




In
addition, the Company does not recognize potential assets related to past events
or transactions, for which the existence of an asset or future benefit can only
be confirmed upon occurrence of uncertain future event or events outside the
control of the Company.




Note
4 - Plant and Equipment, net




September
      30, 2008CostOffice
      equipment
                                    
                                    $
                                    50,783Computer
      equipment
                                    
                                    
                                    620,265671,048Accumulated
      depreciationOffice
      equipment
                                    
                                    
                                    10,305Computer
      equipment
                                    
                                    
                                    159,257169,562Carrying
      valueOffice
      equipment
                                    
                                    
                                    40,478Computer
      equipment
                                    
                                    
                                    461,008$
                                    501,486




Depreciation
expense for the nine months ended September 30, 2008 was approximately
$117,217.





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Note
5 - Loans to Related Party




The
Company has a short term loan receivable from two employees of the
Company.  From September 2007 through September 30, 2008, the Company
loaned an aggregate of $9,612 to these two employees.




Note
6 - Related Party Transactions




As of
September 30, 2008, the Company has the following transactions and balances with
related parties:




In 2007,
the Company's operating subsidiary Mobicom Korea purchased computer hardware
from an entity that was its major shareholder at the time of the
transaction.   The computer hardware was valued at $774,968 and
purchased by Mobicom Korea in exchange for 1,462,000 shares of its common
stock.  These shares were subsequently exchanged for shares of the
Company's common stock in connection with a Share Exchange Agreement that was
effected on December 31, 2007.




Two
officers of Mobicom Korea have made advances to Mobicom Korea to fund operating
expenses from time to time, beginning in September 2007.  The largest
amount owed to the officers during the period ended September 30, 2008,
inclusive of interest, was $432,929.




Mobicom
Korea has periodically loaned money to two of its employees from time to time,
beginning in September 2007.  The largest amount owed by the employees
to Mobicom Korea during the period ended September 30, 2008, including accrued
and unpaid interest, was $9,612.




An
officer of the Company has made advances to Mobicom USA Corporation for
corporate expenses incurred during the three months ended  September
30, 2008 totaling $331,584.  This was recorded as a loan payable at
September 30, 2008




A former
officer of the Company paid $276,568 of corporate expenses and has requested
repayment of these funds from Mobicom USA Corporation.  This was
recorded as a loan payable at September 30, 2008.




Note
7 - Subsequent Events




On
October 14, 2008, we mailed a consent solicitation statement to each of the
holders of record of our common stock as of the close of business on October 1,
2008.  The consent solicitation statement solicited the consent of our
stockholders to (i) a one for-five reverse split of our common stock; and (ii)
an increase in the number of our authorized shares of capital stock from
260,000,000 to 1,000,000,000, to be divided into 900,000,000 shares of common
stock and 100,000,000 shares of preferred stock.  As of the date of
this report, we have not yet received consents from our stockholders
representing the requisite number of shares of our outstanding common stock as
of the record date to approve or disapprove the matters submitted to our
stockholders.




On
November 7, 2008, our subsidiary Mobicom Korea entered into a memorandum of
understanding with FAS Alliances Inc., a company registered and incorporated in
the Republic of Korea, pursuant to which Mobicom Korea sold 1,862,000 shares of
its common stock to FAS Alliances at a price of 500 Korean won per share for an
aggregate amount of 931,000,000 Korean won, or approximately
$771,255.  As a result of this transaction, our ownership interest in
Mobicom Korea was immediately reduced from 100% to 50%.




In
addition, under the terms of the memorandum of understanding, FAS Alliances
agreed to purchase an additional 1,000,000 shares of Mobicom Korea common stock
at a purchase price of 5,000 Korean won per share (or approximately $4,142,078),
by no later than March 15, 2009, subject to Mobicom Korea achieving revenue of
6,000,000,000 Korean won (or approximately $4,970,493) and net income of not
less than 1,200,000,000 Korean won (or approximately $994,098) for the fiscal
year ending December 31, 2008.  Further, FAS Alliances agreed to
purchase an additional 1,500,000 shares of Mobicom Korea common stock at a
purchase price of 10,000 Korean won per share (or approximately $12,426,231), by
no later than March 15, 2010, subject to Mobicom Korea achieving revenue of
25,000,000,000 Korean won (or approximately $20,710,386) and net income of not
less than 5,000,000,000 Korean won (or approximately $4,142,077) for the fiscal
year ending December 31, 2009.





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Note
8 – Litigation




From time
to time, we may be involved in litigation relating to claims arising out of our
operations in the normal course of business, including claims of alleged
infringement, misuse or misappropriation of intellectual property rights of
third parties.  As of the date of this report, we are not a party to
any litigation that we believe would have a material adverse effect on our
business operations or financial condition except as provided
below.




On March
8, 2005, Jay B. Ross and Protocol Electronics filed a lawsuit in the United
States District Court for the District of New Jersey against Celtron
International, Inc., a Nevada corporation ("Celtron Nevada"), and other
defendants.  The case is styled Jay B. Ross, et al.v. Celtron International, Inc., et
al., Case No. 05-1300.  Celtron Nevada is a predecessor company
to our Company, which operated from 2002 through 2005.  The complaint
alleged causes of action against Celtron Nevada for breach of contract,
promissory estoppel, securities fraud, common law fraud, securities fraud, New
Jersey Civil RICO violations and conspiracy to violate New Jersey Civil
RICO.  All of the causes of action against Celtron Nevada were
dismissed, except for the claim of breach of contract.  The breach of
contract cause of action alleged that Celtron Nevada and certain co-defendants
breached a contract made in 1995 between Mr. Ross, Protocol Electronics and
Celtron International, Ltd., an Irish corporation ("Celtron Ireland") to deliver
stock of Celtron Ireland to Mr. Ross in exchange for services performed by
Mr. Ross (the "1995 Contract").  The breach of contract cause of
action was tried in front of a jury.  On September 3, 2008, the jury
returned a verdict finding that (i) Celtron Nevada is the successor corporation
to Celtron Ireland and that (ii) Celtron Nevada breached the 1995 Contract in
November 2003.  The jury awarded Mr. Ross and Protocol Electronics
$2,775,000 in compensatory damages for the breach of contract
claim.  The United States District Court has not yet entered final
judgment in the case.




We
believe that the jury verdict as it relates to Celtron Nevada was incorrect as a
matter of law.  We intend to file a motion with the United States
District Court for the District of New Jersey to reverse the jury
verdict.  Decision on the motion is expected in the next six
months.  If a judgment is entered against the Company, we will
evaluate our grounds for appeal.  We believe that our position in
these matters is supported by law, and intend to vigorously defend the entry or
enforcement of any judgment against the Company.  However, there is no
assurance that a court will agree with our position, that judgment will not be
entered against us, or that we will prevail in any appeal.







Item2.
            MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




The
following discussion of our financial condition and results of operations should
be read in conjunction with our condensed consolidated financial statements and
the related notes and other financial information appearing elsewhere in this
report.  Readers are also urged to carefully review and consider the
various disclosures made by us which attempt to advise interested parties of the
factors which affect our business, including without limitation, the disclosures
made under "Item 1A. Risk Factors" included in Part II of this Report, and in
the audited consolidated financial statements and related notes included in our
Annual Report on Form 10-KSB for the year ended December 31, 2007, previously
filed with the SEC.




Overview




Mobicom
Corporation acquired all of the outstanding shares of Mobicom Korea in a share
exchange transaction that closed on December 31, 2007.  Prior to this
acquisition and since March 7, 2007, Mobicom Corporation did not have any
business operations.  Since the share exchange transaction, our
primary business has been the operations conducted by Mobicom Korea in the
development and sale of proprietary, interactive marketing products and services
for the mobile telephone industry.  Specifically, Mobicom Korea
provides mobile membership marketing services, customized data base services,
data indexed services and online marketing and promotional services to its
customers.




Mobicom
Korea established its current business on February 17, 2007.  During
the period from February 17, 2007 through December 31, 2007 we incurred losses
from operations of $393,972.  As shown in the financial statements,
the Company has increased revenues but generated a net loss of $370,825 for the
nine months ended September 30, 2008.





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Management
believes that there are significant opportunities to cross sell the products and
services offered by Mobicom Korea into other markets.  Management has
also identified several potential opportunities to cross sell technology from
third parties into the Korean market.  Management also believes that
critical mass is a significant factor in the growth and sustainability of
service providers in the mobile phone and Internet markets and to be successful
we must clearly define strategies to achieve critical mass and to reach
installed user bases.  From time to time, we evaluate opportunities to
consolidate and aggregate marketing activities and databases in the mobile phone
and Internet markets, particularly by offering brand owners tangible and
measurable channels to market.




Management
also believes that in order to grow our business, both merger and or acquisition
opportunities need to be identified and explored.  In this regard,
management continues to evaluate prospects for acquisitions and subject to
availability of resources, management intends pursuing such prospects in the
near future.




Recent
Developments




Economic
Downturn in Korea




The
worldwide economic downturn of the last few months has had a significant
negative effect on the business of Mobicom Korea. A large number of Mobicom
Korea’s clients are in the financial services and property
markets.  Certain projects which our clients had planned to launch in
the third and fourth quarters of 2008 have now been delayed until early
2009.  These delays in launching previously committed projects will
have a negative effect on the results of operations and cash flow of Mobicom
Korea.  As a result of the deteriorating market conditions, revenues
for the last quarter of 2008 will be significantly down from the trend during
the first nine months of 2008.  Unless market conditions change
significantly in the new year, Mobicom Korea will be forced to raise additional
working capital and to evaluate revisions to its business model to reduce its
operating expense requirements.





Mobicom
Korea sale of Common Stock




On
November 7, 2008, our subsidiary Mobicom Korea entered into a memorandum of
understanding with FAS Alliances Inc., a company registered and incorporated in
the Republic of Korea, pursuant to which Mobicom Korea sold 1,862,000 shares of
its common stock to FAS Alliances at a price of 500 Korean won per share for an
aggregate amount of 931,000,000 Korean won, or approximately
$771,255.  As a result of this transaction, our ownership interest in
Mobicom Korea was immediately reduced from 100% to 50%.




In
addition, under the terms of the memorandum of understanding, FAS Alliances
agreed to purchase an additional 1,000,000 shares of Mobicom Korea common stock
at a purchase price of 5,000 Korean won per share (or approximately $4,142,078),
by no later than March 15, 2009, subject to Mobicom Korea achieving revenue of
6,000,000,000 Korean won (or approximately $4,970,493) and net income of not
less than 1,200,000,000 Korean won or approximately $994,098) for the fiscal
year ending December 31, 2008.  Further, FAS Alliances agreed to
purchase an additional 1,500,000 shares of Mobicom Korea common stock at a
purchase price of 10,000 Korean won per share (or approximately $12,426,231), by
no later than March 15, 2010, subject to Mobicom Korea achieving revenue of
25,000,000,000 Korean won (or approximately $20,710,386) and net income of not
less than 5,000,000,000 Korean won (or approximately $4,142,077) for the fiscal
year ending December 31, 2009.




Critical
Accounting Policies




The
preparation of financial statements in conformity with United States generally
accepted accounting principles, or "GAAP," requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.




Management
routinely makes judgments and estimates about the effects of matters that are
inherently uncertain.  As the number of variables and assumptions
affecting the probable future resolution of the uncertainties increase, these
judgments become even more subjective and complex.  Please see "Note 1
- Basis of Presentation" and "Note 3 - Summary of Significant Accounting
Policies" to our financial statements set forth in Item 1 of this report for a
discussion regarding the accounting policies we have identified as the most
important to an understanding of our current financial condition and results of
operations.





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Limited
Operating History




We have
limited historical financial information upon which to base an evaluation of our
future performance.  We have generated limited revenues from
operations.  We cannot guarantee that we will be successful in our
business.  We are subject to risks inherent in a fast growing company,
including limited capital resources, possible delays in product development and
manufacturing, and possible cost overruns due to price and cost
increases.  There is no assurance that future financing will be
available to our company on acceptable terms.  Additional equity
financing will likely result in substantial dilution to existing
stockholders.




Results
of Operations




Mobicom
Korea did not establish its current business until February 17,
2007.  Mobicom USA Corporation did not begin operations until July 1,
2008.  Therefore, the comparison of our results of operations for the
three and nine month periods ended September 30, 2007 with our results of
operations for the three and nine month periods ended September 30, 2008, are
generally not meaningful.




Revenues




Revenues
net of a provision for bad debts of $421,637 were $346,507 for the three months
ended September 30, 2008, compared to $49,904 for the same period in
2007.  Revenues net of a provision for bad debts of
$421,637  were $3,326,019 for the nine months ended September 30, 2008
compared to $115,214 for the same period in 2007.  Revenues increased
$3,210,805 or 2787% for the nine months ended September 30, 2008, compared to
the same period in 2007.  The increases in revenue were due to the
successful launch of full scale operations after the inception of our operations
on February 17, 2007.




Revenues
were derived primarily from the Consulting Division of Mobicom Korea which
provides clients with strategic marketing services, such as Decision Support
Systems, which are designed to assist clients in the development of their mobile
marketing campaigns.  The Decision Support System is then used to
analyze the client's position in the market place and in turn to design
predictive modeling and consumer purchase programs which are then implemented by
our clients.




Mobicom
Korea has submitted several proposals to potential customers that, if obtained,
may increase revenues.  Initial indications are that these proposals
have been well received; however we have no agreements or understandings related
to these proposals in place at this time and we cannot assure you that we will
be successful in securing these projects. We also believe that notwithstanding
the positive reception for proposals submitted by Mobicom Korea to its clients
and prospective clients, market conditions in Korea have deteriorated
significantly over the last few months. In particular the Korean Stock Exchange
has dropped sharply in value and the Korean Won has also deteriorated in value
against the U.S. Dollar.




Operating
Expenses




Operating
expenses include payroll and related employee benefits, and other
headcount-related costs associated with finance, sales, marketing, facilities,
and legal and other administrative fees of Mobicom Korea.  Operating
expenses were $763,347 for the three months ended September 30, 2008 compared
with $314,557 for the same period in 2007.  Operating costs were
$3,087,439 for the nine months ended September 30, 2008 compared with $486,505
for the same period in 2007.  Operating expenses increased $2,600,934
or 535%, for the nine months ended September 30, 2008 compared to the same
period a year ago.  The increases in operating expenses were primarily
due to the launch of full scale operations after inception which began February
17, 2007.




Corporate
Expenses




Corporate
expenses include all expenses of Mobicom USA Corporation which was formed in
2008 to pay the expenses incurred as a result of our being a publicly traded
company.  This includes corporate, legal, accounting, shareholder and
SEC filing expenses.  It also includes our CEO’s travel expenses and
an accrual for our CEO’s salary.  Corporate expenses were $608,153 for
the three months ended September 30, 2008 compared to $0 for the same period in
2007.  Corporate expenses were $608,153 for the nine months ended
September 30, 2008 compared to $0 in other income for the same period in
2007.





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Other
Income/(Expense)




Other expense,
net of other income, was $169 for the three months ended September 30, 2008
compared to $662 for the same period in 2007.  Other expense, net
of other income, was $1,252 for the nine months ended September 30, 2008
compared to $660 for the same period in 2007.  Other expense, net
of other income, increased $592 for the nine months ended September 30,
2008 compared to the same period a year ago.




Net
Loss




Net loss
includes the loss from operations, corporate expense and other
expense.  We recorded a net loss of $1,025,162 for the three months
ended September 30, 2008 compared to a net loss of $265,315 for the same period
in 2007.  We recorded a net loss of $370,825 for the nine months ended
September 30, 2008 compared to a net loss of $371,951 for the same period in
2007.  The decrease in net loss for the nine months ended September
30, 2008 as compared to the same period of 2007 was due to an increase in
revenue of $3,210,805 offset by an increase in operating expenses of
$2,600,934 and an increase in corporate expenses of $608,153.




Liquidity
and Capital Resources




On
September 30, 2008, we had cash of $10,845 and accounts receivable, net of
allowance for doubtful accounts, of $1,686,547.  Our working capital
deficit as of September 30, 2008 was $723,417 compared to a working capital
deficit of $199,741 at December 31, 2007.




Net cash
used in operating activities during the nine months ended September 30, 2008 was
$700,151.  The primary uses of cash was our net loss of $370,825, and
the increase in our accounts receivable of $1,663,525.  These amounts
were partially offset by an increase in accounts payable and accrued expenses of
$1,374,645.




We
received $867,944 net cash from financing activities during the nine months
ended September 30, 2008.  The financing activities were comprised
entirely of advances from certain of our current and former
officers.




Net cash
used in investing activities during the nine months ended September 30, 2008 was
$189,223, including $30,828 for the purchase of property and equipment, $157,399
in new deposits, primarily related to a new facility lease, and $996 in loans to
an employee.  There are no significant capital expenditures planned by
the Company within the foreseeable future.




We
generated a loss from operations for the period ended December 31,
2007.  In connection with their audit of our fiscal year ended
December 31, 2007, our independent auditors included a "going concern"
qualification in their report issued April 4, 2008.  During the nine
months ended September 30, 2008 we generated a net loss of
$370,825.  We have financed our working capital shortfall through
advances from related parties.  These advances are due on
demand.  There is no agreement in place with these related parties
that commits them to provide any more capital to us, nor do we have any other
credit line or borrowing facility in place at this time.




As
discussed in more detail above under the caption entitled "—Recent
Developments—Mobicom Korea sale of Common Stock," after the quarter ended, on
November 7, 2008, Mobicom Korea entered into an agreement to sell 1,862,000
shares of its common stock to FAS Alliances at a price of 500 Korean won per
share for an aggregate amount of 931,000,000 Korean won, or approximately
$771,255.  As of the date of this report, Mobicom Korea has issued the
shares and received the payment under the agreement.  In addition, FAS
Alliances agreed to purchase during 2009 and 2010, subject to Mobicom Korea
achieving certain financial milestone, up to an additional 2,500,000 shares of
Mobicom Korea common stock for an aggregate purchase price of approximately
$16.5 million.




As
discussed in Part II, Item 1. Legal Proceedings below, following the end of the
period covered by this report, a jury verdict was returned against a predecessor
of the Company and other co-defendants in the Jay B. Ross et al. v. Celtron
International Inc. et al. litigation in the amount of
$2,775,000.  The court has not yet entered judgment on this
matter.  We intend to vigorously defend the imposition of any judgment
against the Company on this matter.  However, we cannot provide any
assurance that we will be successful in the defense of the suit.  The
financial statements do not include an accrual for any expenses related to this
contingent liability.  If a judgment is entered against the Company,
we do not currently have the financial resources to pay the
judgment.





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Our
current operating plan would allow us to meet the targets for the sale of an
additional amount of shares of Mobicom Korea to FAS Alliances.  We
believe that the recent investment by FAS Alliances, together with the March
2009 investment, would provide sufficient capital to support our operations for
the next twelve months. However, if we fail to meet our operating plan, or if we
do not secure the additional investment from FAS Alliances we do not expect that
we will have sufficient working capital to sustain our current level of
operations.  Also, we do not have the capital resources to pay a
judgment in the Jay B. Ross et
al. v. Celtron International Inc. et al.if one is entered against
us.  Nor do we have the capital to sustain a significant disruption in
our revenues or overcome a substantial unexpected operating
expense.  Other than the agreement with FAS Alliances to purchase
additional shares of Mobicom Korea contingent upon Mobicom Korea achieving
certain revenue and EBITDA milestones, we have no agreements or arrangements for
financing in place at this time.  We cannot assure you that Mobicom
Korea will achieve the financial milestones required in order for FAS Alliances
to make the additional investments, or that we will be successful in securing
any alternative debt or equity financing to support our operations if it becomes
necessary to do so.




Recent
Accounting Pronouncements




Please
see "Note 3 – Summary of Significant Accounting Policies" to our financial
statements included in Part I—Item 1. Financial Statements of this
report.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of
Regulation S-K promulgated under the Securities Act of 1933.




Item3.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
RISK




Intentionally
omitted pursuant to Item 305(e) of Regulation S-K.




Item4.
            CONTROLS AND
      PROCEDURES




Evaluation
of Disclosure Controls and Procedures




Disclosure
controls and procedures are designed to ensure (i) that information we are
required to disclose in the reports we file or submit under the Exchange Act are
recorded, processed, summarized, and reported within the time periods specified
in the SEC's rules and forms; and (ii) that information we are required to
disclose in the reports we file or submit under the Exchange Act is accumulated
and communicated to our management, including our principal executive and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.




Under the
supervision of our chief executive officer, we evaluated the effectiveness of
the design and operation of our disclosure controls and procedures as of the end
of the period covered by this report.  Based upon that evaluation, our
chief executive officer concluded that as of September 30, 2008, the design and
operation of such disclosure controls and procedures were not effective at the
reasonable assurance level because of material weaknesses in those controls and
procedures.




Material
Weaknesses.




A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.




Because
we did not have any material operations from the period of March 3, 2007 until
our acquisition of Mobicom Korea on December 31, 2007, we did not have material
financial operations and our requirements for internal controls were limited
during our fiscal year ended December 31, 2007.  In connection with
our acquisition of Mobicom Korea, we acquired substantial new operations,
including international operations, new accounting systems, new financial
personnel, and new financial procedures for which we had not fully implemented
our internal controls as of September 30, 2008.  Accordingly, our
chief executive officer identified the following internal control deficiencies
during his assessment of our internal control over financial reporting as of
September 30, 2008:  (i) we have not instituted all elements of an
effective program to help prevent and detect fraud by Company employees; (ii) we
did not maintain adequate segregation of duties for staff members responsible
for recording revenue; and (iii) we have not completed a comprehensive test of
material high risk internal controls to confirm these controls are
effective.





-15-
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If the
identified material weaknesses are not remediated, one or more of those material
weaknesses could result in a material misstatement in our reported financial
statements in a future interim or annual period.  We are in the
process of attempting to remediate the above noted weaknesses, but that
remediation was not complete as of September 30, 2008.  During the
second quarter of 2008 a new financial manager was appointed at Mobicom Korea.
The new financial manager has substantial experience and has been tasked with
the responsibility of enhancing the operational and reporting controls of
Mobicom Korea.  We anticipate that we will complete the implementation
of our internal controls and testing against a standardized framework over the
next few fiscal quarters.




We will
assess the need to take additional actions including, but not limited, to the
following:  evaluate accounting and control systems to identify
opportunities for enhanced controls;  recruit and hire additional
staff to provide greater segregation of duty;  evaluate the need for
other employee changes; expand executive management's ongoing communications
regarding the importance of adherence to internal controls and company
policies;  implement an internal auditing function at the Company and
its subsidiaries; and evaluate such other actions as our advisors may
recommend.




Management
does not believe any of its financial statements contain a material error as a
result of any material weakness in internal controls.




Changes
In Internal Controls Over Financial Reporting.




No
changes were made in our internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent
fiscal quarter that has materially affected, or is likely to materially affect,
our internal control over financial reporting.




Limitations
On Disclosure Controls And Procedures.




Our
management does not expect that our disclosure controls or internal controls
over financial reporting will prevent all errors or all instances of
fraud.  A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system's
objectives will be met.  Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.  Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within our company have been detected.  These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or
mistake.  Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls.  The design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and any design
may not succeed in achieving its stated goals under all potential future
conditions.  Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of compliance with policies
or procedures.  Because of the inherent limitation of a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.





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PART II—OTHER
INFORMATION




Item1.
            LEGAL
      PROCEEDINGS




From time
to time, we may be involved in litigation relating to claims arising out of our
operations in the normal course of business, including claims of alleged
infringement, misuse or misappropriation of intellectual property rights of
third parties.  As of the date of this report, we are not a party to
any litigation that we believe would have a material adverse effect on our
business operations or financial condition except as provided
below.




On March
8, 2005, Jay B. Ross and Protocol Electronics filed a lawsuit in the United
States District Court for the District of New Jersey against Celtron
International, Inc., a Nevada corporation ("Celtron Nevada"), and other
defendants.  The case is styled Jay B. Ross, et al. v. Celtron
International, Inc., et al., Case No. 05-1300.  Celtron Nevada
is a predecessor company to our Company, which operated from 2002 through
2005.  The complaint alleged causes of action against Celtron Nevada
for breach of contract, promissory estoppel, securities fraud, common law fraud,
securities fraud, New Jersey Civil RICO violations and conspiracy to violate New
Jersey Civil RICO.  All of the causes of action against Celtron Nevada
were dismissed, except for the claim of breach of contract.  The
breach of contract cause of action alleged that Celtron Nevada and certain
co-defendants breached a contract made in 1995 between Mr. Ross, Protocol
Electronics and Celtron International, Ltd., an Irish corporation ("Celtron
Ireland") to deliver stock of Celtron Ireland to Mr. Ross in exchange for
services performed by Mr. Ross (the "1995 Contract").  The breach of
contract cause of action was tried in front of a jury.  On September
3, 2008, the jury returned a verdict finding that (i) Celtron Nevada is the
successor corporation to Celtron Ireland and that (ii) Celtron Nevada breached
the 1995 Contract in November 2003.  The jury awarded Mr. Ross and
Protocol Electronics $2,775,000 in compensatory damages for the breach of
contract claim.  The United States District Court has not yet entered
final judgment in the case.




We
believe that the jury verdict as it relates to Celtron Nevada was incorrect as a
matter of law.  We intend to file a motion with the United States
District Court for the District of New Jersey to reverse the jury
verdict.  Decision on the motion is expected in the next six
months.  If a judgment is entered against the Company, we will
evaluate our grounds for appeal.  We believe that our position in
these matters is supported by law, and intend to vigorously defend the entry or
enforcement of any judgment against the Company.  However, there is no
assurance that a court will agree with our position, that judgment will not be
entered against us, or that we will prevail in any appeal.




Item1A.  RISK FACTORS




In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in "Part I.  Item 1—Description of
Business—Risk Factors" in our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2007.  These risks and uncertainties have the
potential to materially affect our business, financial condition, results of
operations, cash flows, projected results and future prospects.  As of
the date of this report, other than the risk factors set forth below, we do not
believe that there have been any material changes to the risk factors previously
disclosed in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007.




We
may be subject to a $2,775,000 jury verdict against Celtron Nevada.




As
discussed in more detail under "Item 1.  LEGAL PROCEEDINGS" of Part
II—Other Information of this report, on March 8, 2005, Jay B. Ross and Protocol
Electronics filed a lawsuit in the United States District Court for the District
of New Jersey against Celtron Nevada.  The complaint, among other
causes of action, alleged a cause of action for breach of contract against
Celtron Nevada.  The breach of contract claim was tried before a
jury.  The jury returned a verdict awarding Mr. Ross and Protocol
Electronics $2,775,000 in compensatory damages for the breach of contract
claim.




The
United States District Court has not yet entered final judgment in the
case.  When final judgment is entered, we intend to file a motion with
the United States District Court for the District of New Jersey to reverse the
jury verdict.  There is no assurance that we will be successful with
the motion.  We plan to resist any effort to impose or enforce a
judgment against us in this matter.





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The
transaction between FAS Alliance and Mobicom Korea has reduced our percentage
ownership interest in Mobicom Korea and additional dilution is possible under
the transaction agreement.




The FAS
Alliances transaction has reduced our percentage ownership in our Mobicom Korea
subsidiary to fifty percent.  The reduction in percentage ownership
necessarily reduces our rights to dividends or other distributions from Mobicom
Korea.  FAS Alliances will have an equal right to approve the election
of Board members and other transactions which require shareholder
consent.  Consequently our ability to control the operations of
Mobicom Korea may be reduced.




In
addition, the agreement with FAS Alliances requires them to purchase additional
shares of common stock based on Mobicom Korea's achievement of revenue and
EBITDA milestones  2009 and 2010.  As a result, we may
experience further dilution in our percentage ownership interest.  Any
further reduction in our percentage ownership interest could substantially
reduce our control over the operations of Mobicom Korea.  A loss of
control over Mobicom Korea may also preclude us from consolidating Mobicom
Korea's financial statements, and we instead may be required to report our
holdings as a minority interest.




Increased
trading activity in and the stock price volatility of our common
stock




There has
been increased trading activity in and the stock price volatility of our common
stock which trades on the OTC Bulletin Board under the symbol
"MBIC."  The increased trading activity is associated with the free
trading status of approximately 2,000,000 shares of our common
stock.  As of November 7, 2008, we have 52,222,034 shares of common
stock outstanding.




In
connection with our acquisition of Mobicom Korea, Ltd. (formerly AIMMS Co.,
Ltd.), a Korean corporation, on December 31, 2007 we issued an aggregate of
50,000,000 shares of our common stock to the former Mobicom Korea
stockholders.  Those shares were issued without registration and are
restricted shares.  They will become eligible for sale under Rule 144
commencing on January 16, 2009; one year from our publication of Form 10
information concerning the transaction.




Before we
acquired Mobicom Korea, on June 29, 2007 we entered into an agreement with our
creditors (the "Noteholders Agreement") to transfer certain assets and eliminate
our liabilities, in order to improve our options for attracting a merger
candidate.  In connection with the Noteholders Agreement, we agreed to
consent to the Noteholders foreclosure on substantially all of our assets
including the stock of our subsidiary entities.  In exchange, the
Noteholders agreed to, among other things, convert approximately $3.6 million of
outstanding indebtedness into an aggregate of 2,000,000 shares of our common
stock, waive all breaches, defaults, penalties, accrued and unpaid interest,
charges, fees and costs, and cancel all outstanding warrants that had been
issued to the Noteholders.  The shares of our common stock issued to
the former Noteholders actually are eligible for trading without registration
under Rule 144.




Item2.
            UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF
PROCEEDS




None.




Item3.
            DEFAULTS UPON SENIOR
      SECURITIES




None.




Item4.
            SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS




On
October 14, 2008, we mailed a consent solicitation statement to each of the
holders of record of our common stock as of the close of business on October 1,
2008.  The consent solicitation statement solicited the consent of our
stockholders to (i) a one-for-five reverse split of our common stock; and (ii)
an increase in the number of our authorized shares of capital stock from
260,000,000 to 1,000,000,000, to be divided into 900,000,000 shares of common
stock and 100,000,000 shares of preferred stock.




As of the
date of this report, we have not yet received consents from our stockholders
representing the requisite number of shares of our outstanding common stock as
of the record date to approve or disapprove the matters submitted to our
stockholders. For more information regarding the consent solicitation statement,
please see the Definitive Schedule 14A that we filed with the SEC on October 14,
2008.





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Item5.
            OTHER
      INFORMATION




None.




Item6.
            EXHIBITS




See the
exhibit index immediately following signature page to this report.





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SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.






Mobicom
      Corporation/s/
      Michael LevinsohnDate:  November
      14, 2008
                  Michael
      Levinsohn, Chief Executive Officer(Principal
      Executive and Principal Financial
Officer)




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EXHIBIT
INDEX




Exhibit
      No.
              Description10.1
              Memorandum
      of Understanding dated November 7, 2008 entered into between FAS Alliances
      Inc., a Korean corporation, and Mobicom Korea, a Korean corporation and a
      subsidiary of the registrant31.1
              Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of
      the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
              Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of
      the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
              Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
              Certification
      of Principal 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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