Item 1.	Description of Business.
(a) Business Development
Mobile Data Corp. (“Mobile”) is a Nevada corporation that was incorporated on July 13, 2005. On January 6, 2010, the company changed its name from “Endeavor Explorations Inc.” to “Mobile Data Corp.” by a majority vote of the shareholders. As a result of the name change, Mobile’s trading symbol changed to “MBYL” effective on the opening of market on January 12, 2010. See Exhibit 3.3 - Certificate of Amendment for more details
Mobile maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business office is located at 2033 Gateway Place, 5th Floor, San Jose, California, 95110. Mobile’s office telephone number is (408) 459-0916.
Mobile has an authorized capital of 75,000,000 shares of common stock with a par value of $0.001 per share with 33,516,528 shares of common stock currently issued and outstanding.
Mobile has not been involved in any bankruptcy, receivership or similar proceedings. There has been no material reclassification, merger consolidation or purchase or sale of a significant amount of assets not in the ordinary course of Mobile’s business, with the exception of the acquisition of MDC GPS technology and the LiveJive Broadcaster Software as discussed below.
(b) Business of Mobile
Products and Services
During the fiscal period ended July 31, 2010, Mobile was a startup exploration stage company without operations. Mobile’s principal business was the acquisition and exploration of mineral resources. Mobile had an interest in eight mineral claims located in the Uranium City area of Northern Saskatchewan, which were acquired in January 2008 and later abandoned in July 2009.
Subsequently, management decided to expand Mobile’s focus and identify and assess new projects for acquisition purposes that are more global in nature and technology-based.
LiveJive Broadcaster Software
In August 2011 Mobile Data Corp. acquired from BEET Company Ltd. all of the assets of the business of BEET, including all software rights to the LiveJive Broadcaster Software, the domain name livejive.com, intellectual property, equipment, and technology used in and related to the business of BEET, and including any related technology or Facebook applications to be developed (collectively, the “LiveJive Assets”). Included in the LiveJive Assets were all the copyrights, trademarks, patents, designs, know-how, trade secrets, equipment, and contracts that embody in whole or in part the LiveJive Assets. See Exhibit 10.7 - Letter Agreement and Exhibit 10.8 - Asset Purchase Agreement for more details.
The LiveJive Broadcaster is proprietary software that can be downloaded or authorized for use on various social media platforms, the first design of which is for use on Facebook. Once authorized, the LiveJive Broadcaster allows the user to stream video live, and in real time, directly from their computer through their own Facebook page to an audience that has requested and been given access to it. The application allows for remote real time viewing of an event for any type of purpose, such as a product demonstration, musical exhibition or corporate presentation, etc. The LiveJive Broadcaster is intended to increase user communication capabilities, collect data and create an archive of video information for future use and reference.
MDC GPS Technology
In October 2009, Mobile acquired from Spidex Technologies all of the right, title and interest in a mobile data technology for Smartphones (the “MDC GPS Technology”), that can run on GPS enabled Smartphones including Blackberry Storm 2, Apple iPhone, Palm Pre, and Google Andriod devices. The MDC GPS Technology is a software application that will run in the background and will collect and transmit location data to a server. Server applications will include location monitoring of vehicles, children and members of social networking groups.
The focus of the research and development of the MDC GPS Technology has been on developing a software system whereby a GPS enabled smartphone will send location based information to a server. The server will receive and store this location based information and web applications on the server can be developed to provide various consumer and business web services. Mobile has targeted BlackBerry SmartPhones.
Mobile has developed its MDC GPS Technology and created MDC-KidTracker based on the MDC GPS Technology. In March 2011, MDC-KidTracker was released and all visitors to Mobile’s website, who registered for the product at www.mdctracker.com/registration.aspx, received the MDC-KidTracker application for a 30-day free evaluation. After the 30-day free evaluation period, the MDC-KidTracker will be available through Mobile’s website, www.mobiledatacorp.com , at a cost of $4.99 per month.
The MDC-KidTracker gives parents the ability to know the location of their child’s BlackBerry SmartPhone at any given time, and by extension, the location of that child. Mobile has developed the MDC-KidTracker so that parents have access to critical information data points to help ensure the safety, and have knowledge of the whereabouts, of their children. As administrators of a child’s phone, parents have the ability to access Mobile’s Website and set geographic location parameters within which their child may move without concern, as well as, speed parameters. Should the child go outside of the boundaries or exceed the set speed limit set by the parent, they will automatically be notified that the child’s BlackBerry SmartPhone has moved outside of the set parameters. Such notification will take the form of an instant e-mail alert. Parents can then go to the administration page through mobile’s website to find out the current location as well as direction and speed the child is travelling, if that’s the case.
The MDC-Tracker is a software application that tracks the location history of a BlackBerry SmartPhone over programmable specified time frames for business and human asset management reporting and accountability protocols.
For the development of the MDC GPS Technology, Mobile agreed to retain Spidex for a period of 12 months and to pay Spidex a monthly consulting fee of $12,000 to provide services to Mobile for the purpose of developing and advancing the MDC GPS Technology to a point where it can be sold commercially. For the fiscal period ended July 31, 2010, $36,000 was paid to Spidex and recorded as development costs. As of April 8, 2010, Mobile cancelled the services with Spidex. Pursuant to the terms of the Asset Purchase Agreement, Mobile is obligated to issue Spidex a license to utilize the intellectual property in the event Mobile terminates the service agreement. The terms of the license agreement is to be negotiated between Mobile and Spidex. As of November 14, 2011, the terms of the license agreement have not been negotiated and Mobile has not yet granted Spidex the license.
Finally, pursuant to the terms and conditions of the asset purchase agreement, Spidex will be entitled to a partial royalty or partial payment if Mobile sells its interest in the MDC GPS Technology.
Since April 2010, Mobile has retained independent consultants to further develop the Technology.
See Exhibit 10.3 - Letter of Intent and Exhibit 10.4 - Asset Purchase Agreement for more details.
Markets
The target markets for the MDC GPS Technology will be consumers and businesses interested in using location based web services. The target market for the LiveJive Asset will be consumers and businesses interested in real time video streaming
Distribution
The main modes of distribution of the MDC GPS Technology and the LiveJive Assets (collectively, the “Technology”) and will be via the Internet.
Competitive Business Conditions
The industry in which Mobile and its Technology plan on operating is extremely competitive and always changing. Within the Internet marketplace, there are an enormous number of corporations that are competing for online users, advertising dollars, sponsorship fees and many other unique opportunities for revenue. Many of these potential competitors are likely to enjoy substantial competitive advantages, including:
1. greater financial, technical and marketing resources that can be devoted to the development, promotion and sale of their services;
2. easier and more access to capital;
3. longer operating histories;
4. greater name recognition and established corporate identity;
5. larger user base; and
6. developed websites.
More specifically, online participants focused on the e-commerce industry are growing and the services and products that they are offering continues to increase at a rapid rate. Suppliers, retailers, consumers and other industry participants do not rely solely on the use of the Internet to communicate and interact. There are many alternative and traditional means that will continue to provide competition to the utilization of the Internet for similar purposes. Management believes that competition will grow as the Internet usage increases and it becomes an easier and more efficient medium for the e-commerce industry participants to interact.
Mobile will strive to obtain a competitive advantage by providing unique, quality products, privacy, secure mode of payment, and guaranteed product and service satisfaction. Management believes that Mobile will have a competitive advantage for the following reasons:
a. The technology that Mobile will be developing will use open standards where possible. This gives the technology increased interoperability.
b. Mobile will make use of open source software where possible to reduce development costs and speed development time.
Mobile’s principal competitors are www.instamapper.com, www.opengts.org, and www.opendtmp.org. As they are private corporations Mobile is unable to ascertain the size of their market. As the competitors are private corporations with no requirement for financial disclosure, there is no way of quantifying and qualifying what position on a sale’s basis Mobile is in relative to its competition.
Raw Materials
The raw materials for the MDC GPS Technology will include computers, GPS enabled smartphones, open source software and labor to write software code.
The raw materials for the LiveJive Assets will include computers, video enabled smartphones, open source software and labor to write software code .
Principal Suppliers
Mobile is not dependent on any single supplier for the Technology. However, Mobile will depend on its license with The BlackBerry Alliance Program for technical support with the MDC GPS Technology.
Dependence on Major Customers
Mobile currently has no customers.
Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour Contracts
Mobile has no intellectual property such as patents or trademarks. Additionally, Mobile has no royalty agreements or labor contracts, with the exception of the 20% royalty on annual gross revenues granted by Mobile to BEET Company Ltd. as part of the asset purchase of the LiveJive Assets. See Exhibit 10.8 - Asset Purchase Agreement for more details.
Government Approval
Mobile does not require government approval to develop or sell its technology in non-embargoed countries.
Government Controls and Regulations
Currently, other than business and operations licenses applicable to most commercial ventures, Mobile is not required to comply with any extraordinary regulations for its business operations. However, there can be no assurance that current or new laws or regulations will not, in the future, impose additional fees and taxes on Mobile and its business operations. Any new laws or regulations relating to the Technology or any new interpretations of existing laws could have a negative impact on Mobile’s business and add additional costs to Mobile’s business operations.
Websites are not currently subject to direct federal laws or regulations applicable to access, content or commerce on the Internet. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet covering issues such as:
• user privacy
• freedom of expression
• pricing
• content and quality of products and services
• taxation
• advertising
• intellectual property rights
• information security
The adoption of any such laws or regulations might decrease the rate of growth of Internet use, which in turn could decrease the demand for Mobile’s products and services, increase the cost of doing business, or in some other manner have a negative impact on Mobile’s business, financial condition and operating results. In addition, applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy is uncertain. The vast majority of such laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies.
Additionally, in response to concerns regarding “spam” (unsolicited electronic messages), “pop-up” web pages and other Internet advertising, the federal government and a number of states have adopted or proposed laws and regulations that would limit the use of unsolicited Internet advertisements. While a number of factors may prevent the effectiveness of such laws and regulations, the cumulative effect may be to limit the attractiveness of effecting sales on the Internet, thus reducing the value of Mobile’s business operations.
Also, several telecommunications companies have petitioned the Federal Communications Commission to regulate Internet service providers and on-line service providers in a manner similar to long distance telephone carriers and to impose access fees on those companies. This could increase the cost of transmitting data over the Internet.
Costs and Effects of Compliance with Environmental Laws
Mobile currently has no costs to comply with environmental laws concerning its past exploration program on the Martin Lake Claims or the research and development of the Technology.
Expenditures on Research and Development During the Last Two Fiscal Years
Mobile has spent $171,930 with independent consultants on research and development since its inception on July 13, 2005.
Number of Total Employees and Number of Full Time Employees
Mobile does not have any employees other than its directors and officers of Mobile. Mobile has retained the services of an independent consultant to conduct the required research and development on the Technology.
Item 1A.
Item 1A. Risk Factors.
Mobile is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.	
Item 1B.
Item 1B. Unresolved Staff Comments.
Mobile is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.	
Item 2.
Item 2.	Description of Property.
Mobile’s executive offices are located at 2033 Gateway Place, 5th Floor, San Jose, California, 95110.
Mobile currently has no interest in any other property as discussed above in “Item 1. Description of Business”.
	
Item 3.
Item 3.	Legal Proceedings.
Mobile is not a party to any pending legal proceedings and, to the best of Mobile’s knowledge, none of Mobile’s property or assets are the subject of any pending legal proceedings.
Item 4.
Item 4.	(Removed and Reserved).
PART II
Item 5.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a)	Market Information
Mobile’s common stock was quoted on the NASD OTC Bulletin Board under the symbol “EAVR” from July 10, 2007 to January 11, 2010. Since January 12, 2010 Mobile’s common stock has been quoted on the NASD OTC Bulletin Board under the symbol “MBYL”. The table below gives the high and low bid information for each fiscal quarter Mobile’s common stock has been quoted for the last two fiscal years and for the interim period ended October 31, 2011. The bid information was obtained from Pink OTC Markets Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
(b)	Holders of Record
Mobile has approximately four holders of record of Mobile’s common stock as of July 31, 2011 according to a shareholders’ list provided by Mobile’s transfer agent as of that date. The number of registered shareholders does not include any estimate by Mobile of the number of beneficial owners of common stock held in street name. The transfer agent for Mobile’s common stock is Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and their telephone number is 702-818-5898.
(c)	Dividends
Mobile has declared no dividends on its common stock, and is not subject to any restrictions that limit its ability to pay dividends on its shares of common stock. Dividends are declared at the sole discretion of Mobile’s Board of Directors.
On November 9, 2007, the Board of Directors declared a stock dividend of three shares for every one share of common stock issued. The stock dividend was paid out on November 23, 2007.
(d) Recent Sales of Unregistered Securities
There have been no sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K, with the exception of the following:
July 2009 - Return to Treasury
On July 21, 2009, there was a change in control in the voting shares of Mobile. The basis of the change in control was a cancellation of 10 million shares, which were returned to treasury. As a result of the abandonment of the Martin Lake Claims, Walter Stunder agreed to return 10 million of his shares to Mobile for cancellation, which represented 32.2% of the issued and outstanding shares of common stock in the capital of Mobile.
October 2009 - Asset Purchase Agreement
On November 12, 2009, Mobile issued one million restricted shares of common stock in the capital of Mobile pursuant to the terms and conditions of an asset purchase agreement dated October 27, 2009. See Exhibit 10.3 - Letter of Intent, Exhibit 10.4 - Asset Purchase Agreement, and Mobile’s Form 8-K (Current Report) filed on October 2, 2009 for more details.
For this share issuance, Mobile relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. The value of the restricted shares was set by Mobile based on the fair market value of the assets acquired.
November 2009 - Conversion of Promissory Notes
On November 23, 2009, Mobile issued an aggregate 1,900,900 restricted shares of common stock in the capital of Mobile pursuant to the terms and conditions of (1) a convertible promissory note dated August 17, 2007 in the principal amount of $4,600 and (2) a convertible promissory note dated December 14, 2007 in the principal amount of $13,888. The conversion price for both promissory notes was $0.01 per share.
For this share issuance, Mobile relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. The value of the restricted shares was arbitrarily set by Mobile and had no relationship to its assets, book value, revenues or other established criteria of value.
August 2011 - Asset Purchase Agreement
On November 8, 2011, Mobile issued 2.5 million restricted shares of common stock in the capital of Mobile pursuant to the terms and conditions of an asset purchase agreement dated August 9, 2011. See Exhibit 10.7 - Letter Agreement, Exhibit 10.8 - Asset Purchase Agreement, and Mobile’s Form 8-K (Current Report) filed on August 15, 2011 for more details.
	
For this share issuance, Mobile relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. The value of the restricted shares was set by Mobile based on the fair market value of the assets acquired.
There are no outstanding options or warrants to purchase, or securities convertible into, shares of Mobile’s common stock.
(e) Penny Stock Rules
Trading in Mobile’s common stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends Mobile’s common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in Mobile’s securities, which could severely limit their market price and liquidity of Mobile’s securities. The application of the “penny stock” rules may affect your ability to resell Mobile’s securities.
	
Item 6.
Item 6. Selected Financial Data.
Mobile is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 7.
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
THE FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF MOBILE DATA CORP. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.
Overview
Mobile was incorporated in the State of Nevada on July 13, 2005. On January 6, 2010, the company changed its name from “Endeavor Explorations Inc.” to “Mobile Data Corp.”
During part of the fiscal period ended October 31, 2009, Mobile was a startup exploration stage company without operations. Subsequently, management decided to expand Mobile’s focus and identify and assess new projects for acquisition purposes that are more global in nature and technology-based.
LiveJive Broadcaster Software
On August 4, 2011 Mobile Data Corp. entered into a letter agreement with BEET Company Ltd. for the acquisition of the assets of the business of BEET, including all software rights to the LiveJive Broadcaster Software, the domain name livejive.com, intellectual property, equipment, and technology used in and related to the business of BEET, and including any related technology or Facebook applications to be developed (collectively, the “LiveJive Assets”). Included in the LiveJive Assets were all the copyrights, trademarks, patents, designs, know-how, trade secrets, equipment, and contracts that embody in whole or in part the LiveJive Assets. See Exhibit 10.7 - Letter Agreement for more details.
After conducting its due diligence on the LiveJive Assets, Mobile entered into an asset purchase agreement dated August 9, 2011 with BEET Company Ltd. for the purchase and sale of the LiveJive Assets. Mobile paid a purchase price of $250,000 to BEET for the LiveJive Assets payable by the issuance and delivery of 2.5 million restricted shares of Mobile in the name of BEET at a deemed price of $0.05 per share and the granting of an annual royalty payment equal to 20% of the gross revenues generated by Mobile in the utilization of the LiveJive Assets in its business. See Exhibit 10.8 - Asset Purchase Agreement for more details.
MDC GPS Technology
In October 2009, Mobile entered into a letter of intent dated September 29, 2009 with Spidex Technologies (the “Letter of Intent”) for the acquisition of all of the right, title and interest in a mobile data technology for Smartphones (the “MDC GPS Technology”). See Exhibit 10.3 - Letter of Intent for more details.
After conducting its due diligence on the MDC GPS Technology, Mobile entered into an asset purchase agreement dated October 27, 2009 with Spidex Technologies for the acquisition of all of the right, title and interest in the MDC GPS Technology. See Exhibit 10.4 - Asset Purchase Agreement for more details.
Plan of Operation
Mobile has not had any significant revenues generated from its business operations since inception. Mobile expects that the revenues generated from its business for the next 12 months will not be enough for its required working capital. Until Mobile is able to generate any consistent and significant revenue it may be required to raise additional funds by way of equity or debt financing.
At any phase, if Mobile finds that it does not have adequate funds to complete a phase, it may have to suspend its operations and attempt to raise more money so it can proceed with its business operations. If Mobile cannot raise the capital to proceed it may have to suspend operations until it has sufficient capital. Mobile expects to raise the required funds for the next 12 months with equity or debt financing.
To become profitable and competitive, Mobile needs to develop and advance the MDC GPS Technology and the LiveJive Assets to a point where they can be sold commercially. To achieve this goal, management has prepared the following phases for its plan of operation for the next 12 months.
Phase 1 - Develop the LiveJive Assets (3 months)
The LiveJive Broadcaster requires final software encoding and testing prior to its launch. This requires approximately $20,000 in direct technical costs and will take 60-90 days. The product will first be introduced and made available through Facebook as an application and then the product will be adapted to other social networking sites which will require potential tweaks to the software in order to work seamlessly with additional software platforms.
Phase 2 - Implement marketing strategy for LiveJive Assets (3-6 months)
In Phase 2, the LiveJive Assets will be marketed and an awareness campaign initiated primarily through Facebook to direct potential users to the application and have them become members of the LiveJive page where archived content will eventually be stored and retrieved. As part of the campaign, users will be asked to use and evaluate the product and provide reviews of the application. As the number of users who join the page and authorize the application increases, Mobile will continue to use the social media site to keep the name in front of them and educate them about different ways to use the application. These users will be integrated into the company’s database and provided with ongoing development efforts and other product offerings as they become available.
As part of the social media marketing and awareness campaign, it is anticipated that an expert consultant in the area of social media marketing and public relations will be retained to continually ensure that the plan is carried out and to measure effectiveness. It is anticipated that this will cost approximately $2,000 per month for a minimum of three months.
The specifics of the ongoing marketing plan require refining and market segmentation determination. Depending on user feedback and how the application is being utilized, Mobile will determine the most appropriate avenues to further market the product. The revenue model for the application is a possible combination of advertising and purchase after an initial trial period. The product will be available to free use for a specified time frame after which it must be purchased outright. It is expected that free use will be 30 days, after which the user will pay for the product. It is anticipated the cost will be somewhere in the range of $1.99 to $3.99. However, should it be determined that associating a cost to the application is unpopular, the option of pricing it will be reviewed.
Advertising revenue is dependent on how many users utilize and view the various video streams, both live and archived. As the Facebook page for LiveJive is a portal to www.livejive.com, Mobile will receive revenue based on industry rates for the number of viewers over a specific period of time, the results of which will be tracked and calculated per well understood practices.
Mobile has budgeted approximately $250,000 for this phase and expects it to take six months to complete with completion expected within the first nine months of Mobile’s plan of operation.
Phase 3 - Implement marketing strategy for the MDC GPS Technology (6 months)
In Phase 3, Mobile plans to (1) hire personnel for sales, marketing and customer service, (2) create a marketing strategy for the MDC GPS Technology and its products, and (3) implement its marketing strategy on its target market.
Mobile has budgeted approximately $250,000 for this phase and expects it to take six months to complete with completion expected within the final six months of Mobile’s plan of operation.
Risk Factors
An investment in Mobile’s common stock involves a number of very significant risks. Prospective investors should refer to all the risk factors disclosed in Mobile’s Form SB-2/A filed on April 4, 2007 and Mobile’s Form 10-KSB filed on October 30, 2007 and Mobile’s Form 10-K filed on November 2, 2009.
Financial Condition
As at July 31, 2011, Mobile had a cash balance of $510. Management does not anticipate generating any revenue for the foreseeable future. When additional funds become required, the additional funding will come from equity financing from the sale of Mobile’s common stock or sale of its assets. If Mobile is successful in completing an equity financing, existing shareholders will experience dilution of their interest in mobile. Mobile does not have any financing arranged and Mobile cannot provide investors with any assurance that Mobile will be able to raise sufficient funding from the sale of its common stock. In the absence of such financing. Mobile’s business will fail..
Based on the nature of Mobile’s business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part, on the fact that very few technology companies in the development stage ultimately develop, market, and successfully sell their products. Mobile’s future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include, but are not limited to:
& Mobile’s ability to raise additional funding;
& the competitive market for similar technology and the pricing of such technology;
& the results of Mobile’s proposed research and development on its Technology; and
& Mobile’s ability to find joint venture partners for the development of its Technology.
Due to Mobile’s lack of operating history and present inability to generate revenues, Mobile’s auditors have stated their opinion that there currently exists a substantial doubt about Mobile’s ability to continue as a going concern. Even if Mobile completes its proposed phases of its plan of operation, and it is successful in developing and marketing the Technology, Mobile will have to spend substantial funds on further research and development and marketing before it will know whether is plan of operation will be successful.
Functional Currency
Mobile’s functional currency is the United States dollar. Mobile has determined that its functional currency is the United States dollar for the following reasons:
&	Mobile’s current and future financings are and will be in United States dollars;
&	Mobile maintains a majority of its cash holdings in United States dollars;
&	any potential sales of the Technology will be undertaken in United States dollars;
&	a majority of Mobile’s administrative expenses are undertaken in United States dollars; and
&	all cash flows are generated in United States dollars.
Liquidity
Mobile’s internal sources of liquidity will be loans that may be available to Mobile from management. Management has previously loaned Mobile donated services and rent. Though Mobile has no written arrangements with any of its directors or officers, Mobile expects that the directors or officers will provide Mobile with internal sources of liquidity, if it is required.
Also, Mobile’s external sources of liquidity will be private placements for equity conducted outside the United States. During the year end covered by this annual report, Mobile did not complete any definitive arrangements for any external sources of liquidity.
Capital Resources
As of July 31, 2011, Mobile had total assets of $10,785, consisting of cash and prepaid expenses, and total liabilities of $108,107 for a net working capital of $(97,322), compared with a net working capital of $(268,508) as of July 31, 2010. The primary reason for the increase in the net working capital was the decrease in the intellectual property and the decrease in promissory notes payable. The assets consisted of $510 in cash and $10,275 in prepaid expenses. The liabilities consisted of $88,803 in accounts payable and accrual liabilities and $19,304 due to related parties.
There are no assurances that Mobile will be able to achieve further sales of its common stock or any other form of additional financing. If Mobile is unable to achieve the financing necessary to continue its plan of operations, then Mobile will not be able to continue its development of the Technology and its business will fail.
Cash Flow From Operating Activities
For the fiscal year ended July 31, 2011, the net loss in cash flow from operating activities increased to $183,249 compared with $109,886 for the same period in the previous fiscal year.
At July 31, 2011, Mobile had cash of $510. During the fiscal year ended July 31, 2011, Mobile used $183,249 in cash for operating activities. The increase in use of cash for operating activities was due to an increase in amortization of intellectual property, accounts payables and accrual liabilities, due to related parties, and impairment of intellectual property, and a decrease in finance charges and prepaid expenses.
Cash Flow From Investing Activities
Cash flow from investing activities was $nil for the fiscal year ended July 31, 2011 as compared with $(5,000) of cash used for the same period in the previous fiscal year.
Cash Flow From Financing Activities
Net cash flows provided by financing activities increased to $175,000 for the fiscal year ended July 31, 2011 as compared with financing activities of $121,980 for the same period in the previous fiscal year, primarily as a result of the increase in issuance of capital stock and proceeds from promissory notes payable.
Results of Operation for the Year Ended July 31, 2010
Mobile has had no operating revenues since its inception on July 13, 2005, through to July 31, 2011. Mobile’s activities have been financed from the proceeds of share subscriptions and debt financings. From its inception, on July 13, 2005, to July 31, 2011 Mobile has raised a total of $166,800 from private offerings of its common stock.
Mobile has not attained profitable operations and is dependent upon obtaining financing to pursue future acquisitions. For these reasons, there is substantial doubt that Mobile will be able to continue as a going concern.
References to the discussion below to fiscal 2011 are to Mobile’s fiscal year ended on July 31, 2011. References to fiscal 2010 are to Mobile’s fiscal year ended July 31, 2010.
Development Costs
Development costs include costs for software development and testing.
Finance Charges
Finance charges include the beneficial conversion features of $17,381 for the promissory note.
Office and Administration Expenses
Office and other administration expenses includes office rent and professional expenses, which include legal, accounting and auditing expenses associated with Mobile’s corporate organization, the preparation of Mobile’s financial statements and Mobile’s continuous disclosure filings with the Securities and Exchange Commission.
Off-Balance Sheet Arrangements
Mobile has no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support and credit risk support or other benefits.
Material Commitments for Capital Expenditures
Mobile had no contingencies or long-term commitments at July 31, 2011.
Tabular Disclosure of Contractual Obligations
Mobile is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Overview and Anticipated Expenses
Management anticipates spending approximately $500,000 on the development, marketing and sales of the Technology in the next 12 months. However, the amount to be spent on the Technology will depend on whether Mobile conducts the development on the MDC GPS Technology itself or whether Mobile enters into a joint venture with another party to assist with some or the entire development on the Technology.
Management intends to continue to have Mobile’s outside consultant assist in the preparation of its quarterly and annual financial statements and have these financial statements reviewed or audited by its independent auditor. Mobile’s outside consultant is expected to charge Mobile approximately $1,250 to prepare its quarterly financial statements and approximately $1,750 to prepare its annual financial statements. Mobile’s independent auditor is expected to charge approximately $2,500 to review its quarterly financial statements and approximately $12,000 to audit its annual financial statements. In the next 12 months, management anticipates spending approximately $25,000 to pay for Mobile’s accounting and audit requirements.
Additionally, management expects to incur legal costs of approximately $4,000 per quarter to support three quarterly 10-Q filings and $5,000 to support one annual 10-K filing. In the next 12 months, management anticipates spending approximately $17,000 for legal costs to pay for three quarterly filings and one annual filing.
Critical Accounting Policies
Mobile’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of Mobile’s financial statements is critical to an understanding of Mobile’s financial statements.
Income Taxes
Deferred income taxes are provided for tax effects of temporary differences between the tax basis of asset and liabilities and their reported amounts in the financial statements. Mobile uses the liability method to account for income taxes, which
requires deferred taxes to be recorded at the statutory rate expected to being in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not, that such asset will not be realized.
Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements and such a position should only be recognized if Mobile determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
Use of Estimates
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. Mobile regularly evaluates estimates and assumptions related to donated expenses, and deferred income tax asset valuations. Mobile bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Mobile may differ materially and adversely from Mobile’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Financial Instruments
The fair values of financial instruments, which include cash, accounts payable, accrued liabilities, and due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Mobile’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to Mobile’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, Mobile does not use derivative instruments to reduce its exposure to foreign currency risk.
Stock Based Compensation
Mobile accounts for stock based compensation arrangements using a fair value method and records such expenses on a straight-line basis over the vesting period.
To date Mobile has not adopted a stock option plan and has not granted any stock options.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Mobile is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.	
Item 8.
Item 8.	Financial Statements and Supplementary Data.
Mobile Data Corp.
(A Development Stage Company)
FINANCIAL STATEMENTS
July 31, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Mobile Data Corp.
We have audited the accompanying balance sheets of Mobile Data Corp. (a development stage company) as of July 31, 2011 and 2010 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from July 13, 2005 (inception) through July 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material respects, the financial position of Mobile Data Corp. as of July 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended and the period from July 13, 2005 (inception) through July 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Dale Matheson Carr-Hilton Labonte llp
CHARTERED ACCOUNTANTS
Vancouver, Canada
November 1, 2011
MOBILE DATA CORP.
(A Development Stage Company)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements.
MOBILE DATA CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these financial statements.
MOBILE DATA CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements.
MOBILE DATA CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
for the period July 13, 2005 (Inception) to July 31, 2011
The accompanying notes are an integral part of these financial statements.
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
1.	NATURE AND CONTINUANCE OF OPERATIONS
Nature of Business
The Company was incorporated in the State of Nevada on July 13, 2005. The Company is a development stage company. The Company was in the business of acquiring, exploring and developing mineral properties and is now in the business of acquiring new technologies for development and marketing. Effective January 6, 2010, the Company changed its name to Mobile Data Corp. to reflect the Company’s new direction.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of July 31, 2011, the Company has not yet achieved any revenue or achieved profitable operations and has accumulated a deficit of $1,007,987. Contination as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and are presented in US dollars.
Income Taxes
Deferred income taxes are provided for tax effects of temporary differences between the tax basis of asset and liabilities and their reported amounts in the financial statements. The Company uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to being in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not, that such asset will not be realized.
Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements and such a position should only be recognized if the Company determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011	
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cont’d
Loss Per Share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Because the Company does not have any potentially dilutive securities, diluted loss per share is equal to basic loss per share.
Financial Instruments
The fair value of the Company's financial instruments, consisting of cash, accounts payable, promissory notes payable and amount due to related party is estimated to be equal to their carrying value. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Foreign Currency Translations
Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Stock Based Compensation
The Company accounts for stock based compensation arrangements using a fair value method.
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to carrying values of the intellectual property and deferred income tax rates and timing of the reversal of income tax differences.
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cont’d
Long-lived Assets
The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the fair value is less than the carrying amount of an asset.
Intangible Assets
The Company provides for amortization on intangible assets over a three year period on a straight line basis. The Company recognizes impairment when the fair value is less than the carrying amount of the intangible assets.
Recent Accounting Pronouncements
Recent pronouncements issued by Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
3.	INTELLECTUAL PROPERTY
On October 27, 2009, the Company entered into an Asset Purchase Agreement with Spidex Technologies (“Spidex”) to acquire the following intellectual assets from Spidex:
a) MDC GPS Trademark for mobile data technology, which is a software application that can run on GPS enabled Smartphones;
b) Domain Names: MOBILEDATACORP.COM; and
c) Proprietary Code, which is an experimental Java source code that can send GPS data to a server.
The purchase price consisted of a payment of $5,000 and the issuance of 1,000,000 shares of the Company with a market value of $72,000 (Note 6). The Company incurred legal expenses of $10,000 relating to this acquisition which was expensed during the year ended July 31, 2010.
The intellectual property is amortized over a useful life of three years and $25,668 (July 31, 2010 - $19,549) was expensed during the year ended July 31, 2011.
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
3.	INTELLECTUAL PROPERTY - Cont’d
The Company retained Spidex to provide services to further develop and commercialize the purchased assets for $12,000 per month for a period of one year starting from October 27, 2009. For the year ended July 31, 2010, $36,000 was paid to Spidex and recorded as development costs. As of April 8, 2010, the Company cancelled the services with Spidex. Under the terms of the Asset Purchase Agreement, the Company is obligated to issue Spidex a license to utilize the intellectual property in the event the Company terminates the service agreement. The terms of the license agreement is to be negotiated between the Company and Spidex. As at July 31, 2011, the license agreement terms have not been negotiated and the Company has not granted Spidex the license.
During the year ended July 31, 2011, the Company recorded a $31,783 impairment charge to the intellectual property due to no revenues have been generated from this intellectual property.
4.	CONVERTIBLE PROMISSORY NOTES PAYABLE
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
4.	CONVERTIBLE PROMISSORY NOTES PAYABLE - Cont’d
a) On October 8, 2009, the Company issued a convertible promissory note with a principal amount of $28,500. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.08 outstanding in principal. At conversion, the maximum number of shares that could be issued was 356,250. The beneficial conversion feature of $10,688 was expensed as a finance charge.
b) On November 19, 2009, the Company issued a convertible promissory note with a principal amount of $20,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.05 outstanding in principal. At conversion, the maximum number of shares that could be issued was 400,000. The beneficial conversion feature of $8,000 was expensed as a finance charge.
c) On November 19, 2009, the Company issued 1,900,900 shares on the conversion of convertible promissory notes issued to the Company’s president for amounts of $4,600 issued on August 17, 2007 and $13,888 (CDN$15,000) issued on December 14, 2007.
d) On December 16, 2009, the Company issued two convertible promissory notes with a principal amount of $15,000. The notes were unsecured, payable on demand and without interest. The notes were convertible into one share of the Company for each $0.05 outstanding in principal. At conversion, the maximum number of shares that could be issued was 300,000. The beneficial conversion feature of $12,000 was expensed as a finance charge.
e) On December 16, 2009, the Company issued two new convertible promissory notes of $133,500 and $75,000 to replace promissory notes issued previously. The notes were unsecured, payable on demand and without interest. The notes were convertible into one share of the Company for each $0.05 outstanding in principal. Among the original convertible promissory notes, $160,000 was convertible into one share of the Company for each $0.50 outstanding in principal, $28,500 was convertible into one share of the Company for each $0.08 outstanding and $20,000 was convertible into one share of the Company for each $0.05 outstanding in principal. At conversion, the maximum number of shares that could be issued was 4,170,000. The beneficial conversion feature of $145,100 was expensed as a financial charge.
f) On March 1, 2010, the Company issued a convertible promissory note with a principal amount of $20,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.11 outstanding in principal. At conversion, the maximum number of shares that could be issued was 181,818. The beneficial conversion feature of $5,455 was expensed as a finance charge.
g) On May 4, 2010, the Company issued a convertible promissory note with a principal amount of $10,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.05 outstanding in principal. At conversion, the maximum number of shares that could be issued was 200,000. There was no beneficial conversion feature resulting from this issuance as the conversion price equalled the market price on the issuance date.
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
4.	CONVERTIBLE PROMISSORY NOTES PAYABLE - Cont’d
h) On June 22, 2010, the Company issued a convertible promissory note with a principal amount of $10,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.05 outstanding in principal. At conversion, the maximum number of shares that could be issued was 200,000. There was no beneficial conversion feature resulting from this issuance as the conversion price equalled the market price on the issuance date.
i) On July 27, 2010, the Company issued a convertible promissory note with a principal amount of $12,500. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.05 outstanding in principal. At conversion, the maximum number of shares that could be issued is 250,000. There was no beneficial conversion feature resulting from this issuance as the conversion price equalled the market price on the issuance date.
j) On August 17, 2010, the Company issued a convertible promissory note with a principal amount of $10,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.08 outstanding in principal. At conversion, the maximum number of shares that could be issued is 125,000. The beneficial conversion feature of $2,500 was expensed as a finance charge.
k) On August 23, 2010, the Company issued a convertible promissory note with a principal amount of $10,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.08 outstanding in principal. At conversion, the maximum number of shares that could be issued is 125,000. The beneficial conversion feature of $2,500 was expensed as a finance charge.
l) On September 10, 2010, the Company issued a convertible promissory note with a principal amount of $25,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.07 outstanding in principal. At conversion, the maximum number of shares that could be issued is 357,143. The beneficial conversion feature of $10,714 was expensed as a finance charge.
m) On October 20, 2010, the Company issued a convertible promissory note with a principal amount of $10,000. The note was unsecured, payable on demand and without interest. The note was convertible into one share of the Company for each $0.06 outstanding in principal. At conversion, the maximum number of shares that could be issued was 166,667. The beneficial conversion feature of $1,667 was expensed as a finance charge.
n) On November 16, 2010, all outstanding notes were converted into 6,075,628 shares of the Company (Note 6).
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
5.	RELATED PARTY TRANSACTIONS
The Company has a balance owing to a director in the amount of $19,304 as at July 31, 2011 (July 31, 2010 - $13,320). The amount is non-interest bearing, unsecured, with no stated terms of repayment.
The related party transactions are measured at the exchange amount, which represent the amounts agreed to between the related parties.
6.	COMMON STOCK
The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.001 per share.
On October 27, 2009, 1,000,000 shares were issued at market price of $72,000 in consideration for the purchase of intellectual property (Note 3).
On November 19, 2009, 1,900,900 shares were issued on the conversion of promissory notes with a face value of $18,488 (Note 4).
On November 16, 2010, the Company issued 6,075,628 shares of common stock upon the conversion of promissory notes with a face value of $331,000 (Note 4).
On March 11, 2011, the Company issued 1,000,000 common shares of the Company at $0.12 per share for total proceeds of $120,000.
On July 31, 2011 (July 31, 2010 - nil), there were no outstanding stock options or warrants.
7.	INCOME TAXES
The expected income tax balances reported differs from the amounts computed by applying aggregate income tax rates for the loss before tax provision. The following is a reconciliation of dtax provision based on reported loss and aggregated enacted tax rates:
MOBILE DATA CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2011
7.	INCOME TAXES - Cont’d
The approximate tax effect of the temporary difference that gives rise to the Company’s deferred tax asset is as follows:
The Company has available net operating loss carry forwards of approximately $1,305,000 (2010 - $1,056,000) for tax purposes to offset future taxable income. The losses expires beginning 2026. The potential deferred tax benefits of these losses carried-forward have been offset by a valuation allowance in these financial statements due to significant uncertainty regarding their ultimate realization.
8.	SUBSEQUENT EVENTS
a) Subsequent to the year ended July 31, 2011, the Company entered into an asset purchase agreement to acquire certain assets (“Assets”) from BEET Company Ltd. (“BEET”), a software company incorporated in the British Virgin Islands. The acquisition involves acquiring the rights andthe development of an application that may be used in a wide variety of social media initiatives. As consideration for purchase of the Assets, the Company will pay $250,000 by issuing 2,500,000 restricted shares and making an annual royalty of 20% of the gross revenues generated by the Company in its business deriving from the Assets. Assets purchased from BEET included a domain name, notes, data, material, design and layout structure and content of the related domain name, business plan, software rights, intellectual property, equipment and technology used in and related to the business of BEET.
b) Subsequent to the year ended July 31, 2011, the Company signed convertible promissory notes for principal amounts of $60,000. The notes are interest free, payable on demand, and each $0.03 of principal can be converted to one common share of the Company.
Item 9.
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There are no changes in and disagreements with Mobile’s accountants on accounting and financial disclosure. Mobile’s Independent Registered Public Accounting Firm from inception to the current date is Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants, 1500 - 1140 West Pender Street, Vancouver, British Columbia, V6E 4G1, Canada.
Item 9A.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by Mobile’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Mobile’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of July 31, 2011. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, Mobile’s management concluded, as of the end of the period covered by this report, that Mobile’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC rules and forms and that such information was not accumulated or communicated to management to allow timely decisions regarding required disclosure, for the reasons listed below in management’s report on internal control over financial reporting.
Management’s Report on Internal Controls over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. Mobile’s internal control over financial reporting is a process designed under the supervision of Mobile’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Mobile’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
& pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Mobile’s assets;
& provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
& provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Mobile’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2011, based on criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.
A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Mobile’s annual or interim financial statements will not be prevented or detected on a timely basis.
The matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on Mobile’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by Mobile’s Chief Financial Officer in connection with the audit of its financial statements as of July 31, 2011 and these matters were communicated to its management.
As a result of the material weaknesses in internal control over financial reporting described above, management has concluded that, as of July 31, 2011, Mobile’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.
However, management believes that the material weaknesses set forth above did not have an affect on Mobile’s financial results. Management also believes that the lack of a functioning audit committee and lack of a majority of outside directors on Mobile’s board of directors caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal controls over financial reporting.
Mobile is committed to improving its financial organization. As part of this commitment and when funds are available, Mobile will create a position within Mobile’s accounting and finance team to segregate duties consistent with its control objectives and will increase its personnel resources and technical accounting expertise within the accounting function by: i) appointing one or more outside directors to its board of directors who will also be appointed to the audit committee of Mobile resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls over financial reporting; and ii) preparing and implementing sufficient written policies and checklists that will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on Mobile’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support Mobile if personnel turn-over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues Mobile may encounter in the future.
Management will continue to monitor and evaluate the effectiveness of Mobile’s internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Mobile’s independent auditors have not issued an attestation report regarding Mobile’s internal control over financial reporting. As a result, this annual report does not include such a report. Mobile was not required to have, nor has Mobile, engaged its independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit Mobile to provide only management’s report in this annual report.
Changes in Internal Controls
There were no changes in Mobile’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended July 31, 2011, that materially affected, or are reasonably likely to materially affect, Mobile’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information
During the fourth quarter of the fiscal year covered by this Form 10-K, Mobile reported all information that was required to be disclosed in a report on Form 8-K.
PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance.
(a)	Identify Directors and Executive Officers
Each director of Mobile holds office until (i) the next annual meeting of the stockholders, (ii) their successor has been elected and qualified, or (iii) the director resigns.
Mobile’s management team is listed below.
Officer’s Name
Mobile Data Corp.
Belkis Jimenez Rivero
Director,
President, CEO, CFO,
Treasurer, and Corporate Secretary
Belkis Jimenez Rivero & Ms. Jimenez Rivero (42 years old) has been a director and the CFO, treasurer, and corporate secretary of Mobile since July 2005 and has been the president and the CEO since September 2011. Ms. Jimenez Rivero was also the President and CEO of Mobile from July 2009 to January 2010. Ms. Jimenez Rivero has been the President of Belkis Fashions, a private boutique fashion design, manufacturer and distribution company in Vancouver, British Columbia since May 1999. Ms. Jimenez Rivero does not have any professional training or technical credentials in the exploration, development and operation of mines. Ms. Jimenez Rivero intends to devote approximately 20% of her business time to the affairs of Mobile.
(b)	Identify Significant Employees
Mobile has no significant employees other than the directors and officers of Mobile.
(c)	Family Relationships
There are no family relationships among the directors, executive officers or persons nominated or chosen by Mobile to become directors or executive officers.
(d)	Involvement in Certain Legal Proceedings
During the past ten years, none of Mobile’s directors or officers has been:
& a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;
& convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
& subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
& subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;
& found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
& found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
& the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
&	any Federal or State securities or commodities law or regulation; or
&	any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
&	any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
& the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
(e)	Compliance with Section 16(a) of the Exchange Act.
All reports were filed with the SEC on a timely basis and Mobile is not aware of any failures to file a required report during the period covered by this annual report.
(f)	Nomination Procedure for Directors
Mobile does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. Mobile has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the board of directors.
(g)	Audit Committee Financial Expert
Mobile has no financial expert. Management believes the cost related to retaining a financial expert at this time is prohibitive. Mobile’s Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee. Mobile’s Board of Directors has determined that the cost of hiring a financial expert to act as a director of Mobile and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.
(h)	Identification of Audit Committee
Mobile does not have a separately-designated standing audit committee. Rather, Mobile’s entire board of directors perform the required functions of an audit committee. Currently, Belkis Jimenez Rivero is the only members of Mobile’s audit committee, but Ms. Jimenez Rivero does not meet Mobile’s independent requirements for an audit committee member. See “Item 12. (c) Director independence” below for more information on independence.
Mobile’s audit committee is responsible for: (1) selection and oversight of Mobile’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by Mobile’s employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engaged by the audit committee.
As of July 31, 2011, Mobile did not have a written audit committee charter or similar document.
(i)	Code of Ethics
Mobile has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 - Code of Ethics for more information. Mobile undertakes to provide any person with a copy of its financial code of ethics free of charge. Please contact Mobile at 408-459-0916 to request a copy of Mobile’s financial code of ethics. Management believes Mobile’s financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
Item 11.
Item 11. Executive Compensation.
Mobile has paid $nil compensation to its named executive officers during its fiscal year ended July 31, 2011.
summary compensation table
Since Mobile’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.
Currently, there are no arrangements between Mobile and any of its directors whereby such directors are compensated for any services provided as directors.
There are no employment agreements between Mobile and any named executive officer, and there are no employment agreements or other compensating plans or arrangements with regard to any named executive officer which provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of Mobile or from a change in a named executive officer’s responsibilities following a change in control.
Item 12.
Item 12. Security Ownership of Certain Beneficial Holders and Management.
(a)	Security Ownership of Certain Beneficial Owners (more than 5%)
[1] The listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K from options, warrants, rights, conversion privileges or similar obligations excepted as otherwise noted.
[2] Based on 33,516,528 shares of common stock issued and outstanding as of November 11, 2011.
(b)	Security Ownership of Management
[1] Based on 33,516,528 shares of common stock issued and outstanding as of November 11, 2011.
(c)	Changes in Control
Management is not aware of any arrangement that may result in a change in control of Mobile.
Item 13.
Item 13. Certain Relationships and Related Transactions.
(a)	Transactions with Related Persons
Since the beginning of Mobile’s last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which Mobile was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of Mobile’s total assets at year-end for the last three completed fiscal years.
(b)	Promoters and control persons
During the past five fiscal years, Robin Forshaw, Walter Stunder, Belkis Jimenez Rivero, and Steven Cozine have been promoters of Mobile’s business, but none of these promoters have received anything of value from Mobile nor is any person entitled to receive anything of value from Mobile for services provided as a promoter of the business of Mobile.
(c)	Director independence
Mobile’s board of directors currently consists of Belkis Jimenez Rivero. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, Mobile’s board of directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means a person other than an executive officer or employee of Mobile or any other individual having a relationship which, in the opinion of Mobile’s board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation from Mobile in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership of Mobile’s stock will not preclude a director from being independent.
In applying this definition, Mobile’s board of directors has determined that Ms. Jimenez Rivero does not qualify as an “independent director” pursuant to Rule 4200(a)(15) of the NASDAQ Manual.
As of the date of the report, Mobile did not maintain a separately designated compensation or nominating committee.
Mobile has also adopted this definition for the independence of the members of its audit committee. Belkis Jimenez Rivero serves on Mobile’s audit committee. Mobile’s board of directors has determined that Ms. Jimenez Rivero is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is not “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.
Item 14.
Item 14. Principal Accounting Fees and Services
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for Mobile’s audit of consolidated annual financial statements and for review of financial statements included in Mobile’s Form 10-QSB’s or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
2011 - $21,000 - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
2010 - $23,500 - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Mobile’s consolidated financial statements and are not reported in the preceding paragraph:
2011 - $nil - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
2010 - $nil - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
2011 - $1,500 - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
2010 - $1,500 - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
2011 - $nil - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
2010 - $nil - Dale Matheson Carr-Hilton Labonte LLP - Chartered Accountants
(6) The percentage of hours expended on the principal accountant’s engagement to audit Mobile’s consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was nil %.
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
1.	Financial Statements
Consolidated financial statements of Mobile Date Corp. have been included in Item 8 above.
2.	Financial Statement Schedules
	All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.
3.	Exhibits
All Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to Mobile’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-52598 and SEC File Number 333-140779.
* In accordance with Rule 402 of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, Mobile Data Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.
Mobile Data Corp.
By: /s/ Belkis Jimenez Rivero
Name: Belkis Jimenez Rivero
Title: Director and CEO
Dated: November 15, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Mobile Data Corp. and in the capacities and on the dates indicated have signed this report below.
Signature Title Date
/s/ Belkis Jimenez Rivero
President, Chief Executive Officer,
Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, and Corporate Secretary
Member of the Board of Directors
November 15, 2011