-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CwUFdgmo+zUUuJS1ZmhCwFxmHX9VhKdD1GwrYFge0zNJOB2MGHxK+klktSbilqWX voObShcJGZK20fdwGfKPZw== 0001361106-08-000149.txt : 20080527 0001361106-08-000149.hdr.sgml : 20080526 20080527162117 ACCESSION NUMBER: 0001361106-08-000149 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOBILE NATION INC CENTRAL INDEX KEY: 0001083922 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 680427395 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84031 FILM NUMBER: 08861005 BUSINESS ADDRESS: STREET 1: 2647 DOUGLAS CIRCLE CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: 7029149824 MAIL ADDRESS: STREET 1: 2647 DOUGLAS CIRCLE CITY: HENDERSON STATE: NV ZIP: 89074 FORMER COMPANY: FORMER CONFORMED NAME: WOLFSTONE CORP DATE OF NAME CHANGE: 19991210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: White Chancey CENTRAL INDEX KEY: 0001435949 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 702 354-1358 MAIL ADDRESS: STREET 1: 8463 W. LAKE MEAD BLVD CITY: LAS VEGAS STATE: NV ZIP: 89128 SC 13D 1 mobile_sc13d-052108.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* MOBILE NATION, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 60740N 991 - -------------------------------------------------------------------------------- (CUSIP Number) CHANCEY WHITE WEST LAKE MEAD BLVD, LAS VEGAS, NEVADA 89128 (702) -354-1358 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 2008 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. _____________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------ ------------------------ CUSIP NO. 60740N 991 PAGE 2 OF 5 PAGES - ------------------------ ------------------------ - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chancey White ###-##-#### - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) |_| Not applicable (b) |_| - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS (see Instructions) PF - PERSONAL FUNDS - ---------- --------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| Not applicable - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 450,515 ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY NIL ------------------------------------------------------------ OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 450,515 ------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER NIL - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,515 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |_| Not applicable - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78 % - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) IN (INDIVIDUAL) - ---------- --------------------------------------------------------------------- - ------------------------ ------------------------ CUSIP NO. 60740N 991 PAGE 3 OF 5 PAGES - ------------------------ ------------------------ ITEM 1. SECURITY AND ISSUER. Item 1 of Schedule 13D is supplemented and amended by the information below. This Schedule 13D (this "Schedule 13D") relates to the common stock, par value $.0001 per share (the "Common Stock"), of Mobile Nation, Inc. (formerly WolfStone, Inc.), a Nevada corporation (the "Company"), which has its principal executive offices at West Lake Mead Blvd, Las Vegas, Nevada 89128. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of Schedule 13D is supplemented and amended by the information below: (a) Chancey White (b) West Lake Mead Blvd, Las Vegas, Nevada 89128 (c) Secretary - Treasurer of Mobile Nation, Inc. (d) During the last five years, Ms. White has not been convicted in a criminal proceeding. (e) During the last five years, Ms. White was not a party to a civil proceeding or a judicial or administrative body of competent jurisdiction where, as a result, of such a proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ms. White is a resident of Nevada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Chancey White has a direct beneficial ownership interest in 450,515 shares of the common stock of Mobile Nation, Inc. On May 13th, 2008, Ms. White purchased the beneficial ownership of the additional 444,265 shares of common stock from Affinity Financial Group, Inc. for a purchase price of $4,000 pursuant to the terms and conditions of a stock purchase agreement. See Exhibit 1. Stock Purchase Agreement ITEM 4. PURPOSE OF TRANSACTION. Ms. White acquired the 444,265 shares in Mobile Nation, Inc. as a personal investment. Depending on market conditions and other factors, Ms. White may acquire additional securities of Mobile Nation, Inc. as Ms. White deems appropriate, whether in the open market purchases, privately negotiated transactions, private placements with Mobile Nation or otherwise. Ms. White reserves the right to dispose of some or all of her shares in the open market, in privately negotiated transactions to third parties or otherwise. As of the date of this document, Ms. White does not have any plans or proposals that relate to or would result in the acquisition by any person of additional securities of Mobile Nation, or the disposition of securities of Mobile Nation. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Chancey White is the beneficial owner of 449,265 shares in Mobile Nation, Inc. The shares represent an aggregate 78.3% of the issued and out standing shares of common stock of Mobile Nation. (b) Chancey White holds the sole power to vote and to dispose of the 449,265 shares of common stock of Mobile Nation. (c) Chancey White has not transacted any transaction in the common stock of Mobile Nation during the past 60 days, except as disclosed in this statement. - ------------------------ ------------------------ CUSIP NO. 60740N 991 PAGE 4 OF 5 PAGES - ------------------------ ------------------------ ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as disclosed in this Schedule, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Chancey White and any other person with respect to any securities of Mobile Nation, including but not limited to, transfer of voting of any securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. 1. Stock Purchase Agreement dated May 13, 2008. - ------------------------ ------------------------ CUSIP NO. 60740N 991 PAGE 5 OF 5 PAGES - ------------------------ ------------------------ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: May 22, 2008 /s/ Chancey White ----------------- By: Chancey White Secretary/Treasurer EX-1 2 mobile_sc13d-ex0100.txt STOCK PURCHASE AGREEMENT EXHIBIT 1 STOCK PURCHASE AGREEMENT TIM STOCK PURCHASE AGREEMENT (the "AGREEMENT"), dated as of May 13, 2008, is entered into by and between chancey white ("PURCHASER"), and Affinity Financial Group, Inc., a Nevada Corporation ("SELLER"). RECITALS Seller is the owner at the date hereof of certain shares of the issued and outstanding common stock ("COMMON STOCK"), of Mobile Nation Inc., a corporation formed under the laws of Nevada (the "COMPANY"). Seller desires to sell and Purchaser desires to purchase 444,265 shares of the outstanding shares of Common Stock of the Company currently owned by Seller (the "ACQUIRED SHARES"), upon the terms set forth in this Agreement. AGREEMENT Based upon the foregoing and the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE AND SALE OF COMMON STOCK. 1.1 PURCHASE. Upon the terms and subject to the conditions of this Agreement: (i) Seller hereby sells, assigns, conveys, transfers and delivers to Purchaser or its designee, free and clear of any pledge, security interest, lien, charge, option, encumbrance or other restriction of any kind or nature whatsoever (collectively "LIENS"), the Acquired Shares, and (ii) Purchaser hereby pays to Seller the aggregate cash consideration of four thousand dollars ($4,000.00.) 2. REPRESENTATIONS AND WARRANTIES. 2.1 REPRESENTATIONS AND WARRANTIES OP SELLER. Seller hereby represents and warrants to Purchaser as follows: (A) POWER AND AUTHORITY. Seller is a Nevada duly formed, validly existing and in good standing under the laws of the State of Nevada and has and has the requisite power and authority to sell, assign, convey, transfer and deliver the Acquired Shares and to enter into this Agreement and perform his obligations hereunder. (B) AUTHORIZATION, EXECUTION AND DELIVERY, ETC. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller: (i) has good and valid title to the Acquired Shares, free and clear of all Liens; and (ii) upon delivery of and payment for the Acquired Shares in accordance with Section 1.1, good and valid title to the Acquired Shares will pass to the Purchaser free and clear of all Liens. (C) THIRD PARTY CONSENTS. There is no legal impediment to Seller's consummation of the transactions contemplated by this Agreement, and no filing or registration with, or authorization, consent or approval of any domestic or foreign public body or authority or other person or entity is necessary for the consummation by Seller of the transactions contemplated by this Agreement. 2.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller as follows: (A) ORGANIZATION, POWER AND AUTHORITY. Purchaser is a resident of Las Vegas, Nevada and Purchaser understands that the certificate or certificates representing the Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Shares may be resold without registration under the Securities Act of 1933, as amended (the "Act"), and state securities laws only in certain limited circumstances. In this connection, Investor represents that Investor is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. Purchaser is aware that an investment in securities of a closely held corporation such as the Company has a limited market for its securities and may require Purchaser's capital to be invested for an indefinite period of time, possibly without return. Purchaser has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the entire purchase price paid for the Securities. (b) AUTHORIZATION EXECUTION AND DELIVERY, ETC. The execution, delivery and performance by Purchaser of this Agreement and all other agreements contemplated hereby OR necessary in connection herewith and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser. 3. MISCELLANEOUS. 3.1 FURTHER ASSURANCES. Seller hereby covenants and agrees to and with Purchaser to execute and deliver such additional instruments of sale, assignment, conveyance, transfer or delivery and to take such additional reasonable action as Purchaser may reasonably request to more effectively transfer to and vest in Purchaser. 3.2 FINDER'S AND BROKER'S FEES. Seller and Purchaser each represent and warrant to the other that there are no claims (or any basis therefor) for brokerage commissions, finder's fees or like payments in connection with this Agreement or the transactions contemplated hereby resulting from any action taken by either of the Purchaser or Seller. 2 3.3 GOVERNING LAW. THIS AGREEMENT (INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT) SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEVADA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEVADA. 3.5 EXECUTION OF AGREEMENT. This Agreement may be executed in. two or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. The exchange of copies of this Agreement and of signature pages by facsimile transmission, PDF or other electronic file shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, PDF or other electronic file shall be deemed to be their original signatures for all purposes. IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the date first written above. PURCHASER: /S/ CHANCEY WHITE - ----------------- CHANCEY WHITE SELLER: Affinity Financial Group, Inc. /S/ REX A. MORDEN - ----------------- REX A. MORDEN, PRESIDENT 3 -----END PRIVACY-ENHANCED MESSAGE-----