GeoTraq Inc. - FORM 10-Q

Attached files

file	filename
EX-32 - GeoTraq Inc.	exhibit32.htm
EX-31 - GeoTraq Inc.	exhibit31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ]

QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2011

[ ]	TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-52958

MOBILE DATA CORP.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	00-0000000 (I.R.S. Employer Identification No.)
2033 Gateway Place, 5th Floor, San Jose, California (Address of principal executive offices)	95110 (Zip Code)
206-338-2649 (Registrant’s telephone number, including area code)
n/a (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.

[ X ] Yes [ ] 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.

Larger accelerated filer [ ]	Accelerated filer[ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company[ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ X ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Class	Outstanding at June 13, 2011
common stock - $0.001 par value	31,016,528

Page - 1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

MOBILE DATA CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

(Unaudited)

APRIL 30, 2011

Table of Contents:	Index

Balance Sheets	F-1
Statements of Operations	F-2
Statements of Cash Flows	F-3
Notes to the Financial Statements	F-4

Page - 2

MOBILE DATA CORP.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)



	April 30,			July 31,
	2011			2010

ASSETS

Current
Cash	$	618		$	8,759
Prepaid expenses		11,163			3,591
		11,781			12,350
Intellectual property		38,200			57,451
	$	49,981		$	69,801


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current
Accounts payable and accrual liabilities	$	70,438		$	48,989
Promissory notes payable (Note 2)		-			276,000
Due to related parties		13,320			13,320
		83,758			338,309

STOCKHOLDERS’ EQUITY
Common stock
Authorized:
75,000,000 common shares, $0.001 par value
Issued and outstanding:
31,016,528 common shares (July 31, 2010 – 23,940,900)		31,017			23,941
Additional paid-in capital		879,648			418,343
Deficit accumulated during the development stage		(944,442	)		(710,792	)
		(33,777	)		(268,508	)

	$	49,981		$	69,801

The accompanying notes are an integral part of these interim financial statements.

F - 1

MOBILE DATA CORP.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)


						Cumulative
		Three	Three			from
		months	months	Nine months	Nine months	July 13. 2005
		ended	ended	ended	ended	(Inception to)
		April 30,	April 30,	April 30,	April 30,	April 30,
		2011	2010	2011	2010	2011

Expenses
Amortization of intellectual property		$ 6,417	$ -	$ 19,251	$ -	$ 38,800
Development costs		10,512	7,366	99,124	43,366	161,895
Finance charges		-	5,455	17,381	36,143	400,254
Mineral property cost		-	-	-	391	45,358
Office and administration expenses		34,218	11,275	97,894	57,631	298,135

Net loss		$ (51,147)	$ (24,096)	$ (233,650)	$ (137,531)	$ (944,442)

Net loss per share – basic and
diluted	$ (0.00)		$ (0.00)	$ (0.01)	$ (0.01)

Weighted average number of
shares outstanding – basic and
diluted	30,589,562		23,940,900	27,946,021	22,856,288

The accompanying notes are an integral part of these interim financial statements.

F - 2

MOBILE DATA CORP.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative from
	Nine months ended April 30,			Nine months ended April 30,			July 13, 2005 (Inception) to April 30,
	2011			2010			2011

Cash Flow From Operating Activities
Net loss	$	(233,650	)	$	(137,531	)	$	(944,442	)
Non-cash items:
Amortization of intellectual property		19,251			-			38,800
Foreign exchange		-			(53	)		(8,489	)
Finance charges		17,381			36,143			400,254
Non-cash working capital items:
Prepaid expenses		(2,672	)		280			(6,263	)
Retainer		(4,900	)		-			(4,900	)
Accounts payable and accrual liabilities		21,449			16,359			70,438
Net cash used in operations		(183,141	)		(84,802	)		(454,602	)

Cash Flow From Investing Activities
Acquisition of intellectual property		-			(5,000	)		(5,000	)
Acquisition of mineral property		-			-			(288,824	)
Net cash used in investing activities		-			(5,000	)		(293,824	)

Cash Flow From Financing Activities
Advances from related party		-			5,981			13,320
Long term debt (net)		-			-			218,916
Issuance of capital stock		120,000			-			166,800
Repurchase shares for cancellation		-			-			(1	)
Proceeds from promissory notes payable		55,000			83,500			350,009
Net cash provided by financing activities		175,000			89,481			749,044

Increase (decrease) in cash		(8,141	)		(321	)		618

Cash, beginning		8,759			1,665			-

Cash, ending	$	618		$	1,344		$	618

Supplemental cash flow information
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Non-cash item:
Shares issued for mineral property	$	-		$	-		$	7,000,000
Shares issued for convertible debt	$	331,000		$	18,488		$	355,564
Shares issued for purchase of intellectual property assets	$	-		$	72,000		$	72,000

The accompanying notes are an integral part of these interim financial statements.

F - 3

MOBILE DATA CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2011

1.	BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2010, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended April 30, 2011 are not necessarily indicative of the results that may be expected for the year ending July 31, 2011.

Management has evaluated subsequent events to its financial statement filing date of June 14, 2011.

2.	CONVERTIBLE PROMISORY NOTES PAYABLE

Balance at July 31, 2010		$ 276,000
August 17, 2010 convertible promissory note issued		10,000
August 23, 2010 convertible promissory note issued		10,000
September 10, 2010 convertible promissory note issued		25,000
October 20, 2010 convertible promissory note issued		10,000
Balance at October 31, 2010		331,000
November 16, 2010, issuance of shares		(331,000)
Balance April 30, 2011		$ -

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 was 125,000. The beneficial conversion feature of $2,500 was expensed as finance charges during the nine months ended April 30, 2011.

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 was 125,000. The beneficial conversion feature of $2,500 was expensed as finance charges during the nine months ended April 30, 2011.

Page - 6

MOBILE DATA CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2011

2.	CONVERTIBLE PROMISORY NOTES PAYABLE (Cont’d)

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 was 357,143. The beneficial conversion feature of $10,714 was expensed as finance charges during the nine months ended April 30, 2011.

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 finance charges during the nine months ended April 30, 2011.

On November 16, 2010, all outstanding notes were converted into 6,075,628 shares of the Company (Note 3).

3.	COMMON STOCK

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 2).

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.

4.	COMMITMENT

During the nine month ended April 30, 2011, the Company entered into a one year web hosting agreement. The Company agreed to pay a monthly fee of $3,500 for hosting services. The Company will be required to pay out the remaining months of the contract if it cancels the service prior to the completion of the one year term.

Page - 7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF MOBILE DATA CORP. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Overview

Mobile is a development stage company in the business of acquiring new technologies for development and marketing.

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.”

In October 2009, Mobile acquired from Spidex Technologies all of the right, title and interest in a mobile data technology for Smartphones (the “Technology”), also known as MDC GPS technology, that can run on GPS enabled Smartphones including Blackberry Storm 2, Apple iPhone, Palm Pre, and Google Andriod devices. The 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 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 devices initially but intends to broaden support to other GPS enabled smartphones including the Apple iPhone, Google Andriod devices and possibly Palm Pre and Motorola iDen devices.

Mobile has developed its Technology and created MDC-KidTracker based on the 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.

Mobile has targeted BlackBerry devices initially but intends to broaden support to other GPS enabled smartphones including the Apple iPhone, Google Andriod devices and possibly Palm Pre and Motorola iDen devices.

Page - 8

For the development of the 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 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 June 13, 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 Technology.

See Exhibit 10.3 – Letter of Intent and Exhibit 10.4 – Asset Purchase Agreement for more details.

Since April 2010, Mobile has retained independent consultants to further develop the Technology.

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 continue to develop and advance the Technology to a point where it 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 Technology (12 months)

During the next 12 months, Mobile will continue to expand its Technology to make it compatible with all smartphones including the Apple iPhone, Google Android and there respected competitors. Management anticipates spending approximately $1,000,000 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 Technology itself or whether Mobile enters into a joint venture with another party to assist with some or the entire development on the Technology. On March 2, 2011, Mobile launched a v1.0 beta product release version of the Technology that specifically addresses the needs of parents to track the GPS coordinates of their child’s smartphone. During the launch of the new product Mobile will be updating its website and adding a new user interface to allow parents to track the child’s location, movements as well as receive text and e-mail alerts related to the gathered GPS data.

Mobile has developed the first client software for all BlackBerry GPS enabled smartphones. Mobile has also developed server software which can receive data from all BlackBerry GPS enabled smartphones . Thirdly, Mobile has developed a server based web application to provide a location based service. As of April 30, 2011, Mobile has spent approximately $151,383 for this phase.

Phase 2 - Implement marketing strategy (9 to 18 months)

Mobile plans to start Phase 2 of its business plan, which will include an aggressive marketing campaign designed to increase consumer awareness of its core product, the MDC Tracker, line of smartphone applications.

In Phase 2, Mobile plans to (1) hire personnel for sales, marketing and customer service, (2) create a marketing strategy for the Technology and its products, and (3) implement its marketing strategy on its target market.

Page - 9

Mobile has budgeted approximately $250,000 for this phase and expects it to take nine months to complete with completion expected within the final three 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 S-1 filed on December 3, 2010.

Financial Condition

As at April 30, 2011, Mobile had a cash balance of $618. 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 GPS application software products. 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.

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 quarter covered by this quarterly report, Mobile did not complete any definitive arrangements for any external sources of liquidity.

Capital Resources

As of April 30, 2011, Mobile had total assets of $49,981, consisting of $618 in cash, $11,163 in prepaid expenses, and $38,200 in intellectual property, and total current liabilities of $83,758 for a net working capital of $(33,777), compared with a net working capital of ($268,508) as of July 31, 2010. The liabilities consisted of $70,438 in accounts payable and accrual liabilities and $13,320 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 exploration programs and its business will fail.

Page - 10

Net Cash Used in Operating Activities

For the nine month period ended April 30, 2011, net cash used in operating activities increased to $183,141 compared with $84,802 for the same nine month period in the previous fiscal year.

At April 30, 2011, Mobile had cash of $618. During the nine month period ended April 30, 2011, Mobile used $183,141 in cash for operating activities. This was primarily a result of non-cash items of $19,251 in amortization of intellectual property and $17,381 in finance charges and the non-cash working capital items of $(2,672) in prepaid expenses, $(4,900) in a retainer, and $21,449 in accounts payable and accrual liabilities.

Net Cash Used in Investing Activities

Net cash used by investing activities was $nil for the nine month period ended April 30, 2011, as compared with $5,000 used for the same nine month period in the previous fiscal year for the acquisition of the intellectual property.

Net Cash Provided By Financing Activities

Net cash flows provided by financing activities increased to $175,000 for the nine month period ended April 30, 2011 as compared with financing activities of $89,481 for the same nine month period in the previous fiscal year, solely as a result of proceeds from promissory notes payable of $55,000 and subscription funds for shares of $120,000, as compared to $5,981 for advances from related parties and $83,500 from proceeds from promissory notes payable for the same nine month period in the previous fiscal year.

Results of Operation for the Period Ended April 30, 2011

Mobile has had no operating revenues since its inception on July 13, 2005, through to April 30, 2011. Mobile’s activities have been financed from the proceeds of share subscriptions and from proceeds from promissory notes. From its inception, on July 13, 2005, to April 30, 2011 Mobile has raised a total of $166,800 from private offerings of its common stock and a total of $350,009 from proceeds from promissory notes payable.

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.

	Three months ended April 30, 2011 $	Three months ended April 30, 2010 $	Nine months ended April 30, 2011 $	Nine months ended April 30, 2010 $	Accumulated from July 13, 2005 (Date of Inception) to April 30, 2011 $
	(unaudited)	(unaudited)	(unaudited)	(unaudited)	(Audited)
Revenue	–	–	–	–	–

Expenses

Amortization of intellectual property	6,417	-	19,251	-	38,800
Development costs	10,512	7,366	99,124	43,366	161,895
Finance charges	-	5,455	17,381	36,143	400,254
Mineral property costs	-	-	-	391	45,358
Office and administration expenses	34,218	11,275	97,894	57,631	298,135

Net Loss	(51,147)	(24,096)	(233,650)	(137,531)	(944,442)

Page - 11

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.

Mineral Property Costs

Mineral property costs incurred during fiscal 2010 were attributable to the payments made to maintain title to Mobile’s mineral claims. A total of $391 was spent on Mobile’s exploration program on the Martin Lake Claims.

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 April 30, 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 $250,000 on the research, development, and marketing of the Technology in the next 12 months. However, the amount to be spent on the Technology will depend on whether Mobile can develop the Technology to a point where it is marketable.

Mobile intends to continue to have its outside consultant assist in the preparation of Mobile’s quarterly and annual financial statements and have these financial statements reviewed or audited by Mobile’s independent auditor. Mobile’s outside consultant is expected to charge Mobile approximately $1,250 to prepare Mobile’s quarterly financial statements and approximately $1,750 to prepare Mobile’s annual financial statements. Mobile’s independent auditor is expected to charge approximately $2,500 to review each of Mobile’s quarterly financial statements and approximately $12,000 to audit Mobile’s annual financial statements. In the next 12 months, management anticipates spending approximately $25,000 to pay for its 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 $4,000 to support one annual 10-K filing. In the next twelve months, management anticipates spending approximately $16,000 for legal costs to pay for three quarterly filings and one annual filing.

Page - 12

Forward Looking Statements

The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding Mobile’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports Mobile files with the Securities and Exchange Commission. These factors may cause Mobile’s actual results to differ materially from any forward-looking statement. Mobile disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Item 3. 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 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in Mobile’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including Mobile’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by 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 Exchange Act as of April 30, 2011.

Based on that evaluation, 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 Securities and Exchange Commission’s 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 in the “Management’s Report on Internal Control Over Financial Reporting” in Mobile’s Form 10-K for 2010. 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.

Page - 13

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in Mobile’s internal controls over financial reporting during the quarter ended April 30, 2011, that materially affected, or are reasonably likely to materially affect, Mobile’s internal control over financial reporting subsequent to the date of management’s last evaluation.

PART II – OTHER INFORMATION

Item 1. 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, with the exception of the following:

Pennsylvania lawsuit – Mark B. Aronson vs. Mobile Data Corp.

On February 22, 2011, Mark Aronson, the plaintiff, commenced legal action against Mobile in the Court of Common Pleas of Allegheny County, Pennsylvania claiming that Mobile had solicited the plaintiff with e-mail spam transmitted to the plaintiff’s e-mail address at sue4spam@aol.com. Mobile received notice of the lawsuit on March 2, 2011. The plaintiff is seeking damages for each e-mail received. The plaintiff commenced the lawsuit approximately the same day as receiving the e-mails.

In March 2011 Mobile negotiated a settlement with the plaintiff and settled out of court. Mobile paid $649.50 as a settlement fee and the legal action was discontinued by the plaintiff on March 18, 2011 in the Court of Common Pleas of Allegheny County, Pennsylvania and thereby releasing Mobile from any and all claims arising from this matter.

Mobile is cautioning the public about an illegal spam operation being conducted by a third party unknown to Mobile or its officers through the unauthorized distribution of company press releases and company information. Mobile encourages the public to thoroughly research an investment prior to making a financial commitment or seek the advice of a licensed broker prior to investing in its stock or any other company’s stock. Mobile recommends to never rely upon unsolicited email or phone calls to enter into the investment decision process. No information regarding Mobile should be relied upon unless that information is published on Mobile’s website or filed with Mobile’s SEC filings. If you have received any unsolicited messages regarding Mobile please forward the email to Mobile at info@mobiledatacorp.com.

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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter of the fiscal year covered by this report, (i) Mobile did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Mobile did not sell any unregistered equity securities.

On December 22, 2010, the Securities and Exchange Commission declared Mobile’s Form S-1 Registration Statement effective, file number 333-170982, permitting Mobile to offer up to 3,000,000 shares of common stock at $0.12 per share. There is no underwriter involved in this public offering. Mobile accepted two subscription agreements for a total of $120,000 to date in this public offering and issued a total of 1,000,000 shares for those two accepted subscriptions. As of the date of this report, Mobile has spent $27,000 to pay for the cost of the offering, $51,980 to develop the Technology, and $41,020 to make payment on its accounts payable. The offering period for the public offering expired on April 30, 2011.

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Item 3. Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Mobile. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4. (Removed and Reserved).

Item 5. Other Information.

During the quarter of the fiscal year covered by this report, Mobile reported all information that was required to be disclosed in a report on Form 8-K.

Mobile has adopted a new 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 info@Mobileexplorations.com to request a copy of Mobile’s code of ethics. Management believes Mobile’s 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 6. Exhibits

(a)	Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are included in this quarterly 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 000-52958 and SEC File Number 333-140779.

Exhibit	Description	Status
3.1	Articles of Incorporation of Mobile Data Corp., filed as an Exhibit to Mobile’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.	Filed
3.2	Bylaws of Mobile Data Corp., filed as an Exhibit to Mobile’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.	Filed
3.3	Certificate of Amendment dated January 6, 2010, filed as an Exhibit to Mobile’s Form 8K (Current Report) on January 12, 2010, and incorporated herein by reference.	Filed
10.1	Mineral Property Purchase Agreement dated July 28, 2006 between Ainslie Corrigan and Mobile Data Corp., filed as an Exhibit to Mobile’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.	Filed
10.2	Mineral Property Purchase Agreement dated January 18, 2008 between Rod Dubnick and Mobile Data Corp., filed as an Exhibit to Mobile’s Form 8-K (Current Report) on January 24, 2008, and incorporated herein by reference.	Filed
10.3	Letter of Intent dated September 29, 2009 between Spidex Technologies and Mobile Data Corp., filed as an Exhibit to Mobile’s Form 8-K (Current Report) on October 2, 2009, and incorporated herein by reference.	Filed
10.4	Asset Purchase Agreement dated October 27, 2009 between Mobile Data Corp. and Spidex Technologies, filed as an Exhibit to Mobile’s Form10-K (Annual Report) on November 2, 2009, and incorporated herein by reference.	Filed
10.5	Promissory Note dated December 16, 2009 given to Blue Cove Holdings Inc. by Endeavor Explorations Inc., filed as an Exhibit to Mobile’s Form 8K (Current Report) on December 22, 2009, and incorporated herein by reference.	Filed
10.6	Promissory Note dated December 16, 2009 given to Tiger Ventures Group, Ltd. by Endeavor Explorations Inc., filed as an Exhibit to Mobile’s Form 8K (Current Report) on December 22, 2009, and incorporated herein by reference.	Filed
14	Code of Ethics, filed as an Exhibit to Mobile’s Form 10-Q (Quarterly Report) on March 17, 2008, and incorporated herein by reference.	Filed
31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included

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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.


Dated: June 14, 2011	By:	/s/ Steven Cozine
	Name:	Steven Cozine
	Title:	Director and CEO
		(Principal Executive Officer)



Dated: June 14, 2011	By:	/s/ Belkis Jimenez Rivero
	Name:	Belkis Jimenez Rivero
	Title:	Director and CFO
		(Principal Financial Officer)

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Exhibit 31

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MOBILE DATA CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Steven Cozine, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ending April 30, 2011 of Mobile Data Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 14, 2011

/s/ Steven Cozine

Steven Cozine

Chief Executive Officer

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MOBILE DATA CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Belkis Jimenez Rivero, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ending April 30, 2011 of Mobile Data Corp.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 14, 2011

/s/ Belkis Jimenez Rivero

Belkis Jimenez Rivero

Chief Financial Officer

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Exhibit 32

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CERTIFICATION PURSUANT To

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mobile Data Corp. (the “Company”) on Form 10-Q for the period ending April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Cozine, President, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven Cozine

Steven Cozine

Chief Executive Officer

June 14, 2011

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mobile Data Corp. (the “Company”) on Form 10-Q for the period ending April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Belkis Jimenez Rivero, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Belkis Jimenez Rivero

Belkis Jimenez Rivero

Chief Financial Officer

June 14, 2011

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GeoTraq Inc. - FORM 10-Q - June 17, 2011

Attached files

GeoTraq Inc. Reports