Gamzio Mobile, Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Gamzio Mobile, Inc.	Financial_Report.xls
EX-32.0 - CERTIFICATION - Gamzio Mobile, Inc.	ex32.htm
EX-31.2 - CERTIFICATION - Gamzio Mobile, Inc.	ex312.htm
EX-31.1 - CERTIFICATION - Gamzio Mobile, Inc.	ex311.htm
EX-10.1 - LINE OF CREDIT AGREEMENT - Gamzio Mobile, Inc.	ex101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter period ended December 31, 2011

( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

	For the transition period from to

Commission File number 000-53502

Marine Drive Mobile Corp.

(Exact name of registrant as specified in its charter)

Nevada	68-0676667 .
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1278 Indiana #301, San Francisco, CA 94107

(Address of principal executive offices)

(415) 839-1055

(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.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a small reporting company)		Small reporting company [X]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

February 12, 2012: 38,220,000 common shares

TABLE OF CONTENTS

		Page Number
PART I.	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)	3

	Balance Sheets as at December 31, 2011 and September 30, 2011	4

	Statement of Operations For the three months ended December 31, 2011 and 2010 and for the period January 18, 2007 (Date of Inception) to December 31, 2011	5

	Statement of Cash Flows For the three months ended December 31, 2011 and 2010 and for the period January 18, 2007 (Date of Inception) to December 31, 2011	6

	Notes to the Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	15

ITEM 4.	Controls and Procedures	15

PART II.	OTHER INFORMATION	17

ITEM 1.	Legal Proceedings	17

ITEM 1A.	Risk Factors	17

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

ITEM 3.	Defaults Upon Senior Securities	17

ITEM 4.	(Removed and Reserved)	17

ITEM 5.	Other Information	17

ITEM 6.	Exhibits	18

	SIGNATURES	19

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of Marine Drive Mobile Corp., formerly Sona Resources, Inc., (development stage company) (the “Company”) at December 31, 2011 (with comparative figures as at September 30, 2011) and the statement of operations for the three months ended December 31, 2011 and 2010 and for the period from January 18, 2007 (date of inception) to December 31, 2011 and the statement of cash flows for the three months ended December 31, 2011 and 2010 and for the period from January 18, 2007 (date of inception) to December 31, 2011 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three months ended December 31, 2011 are not necessarily indicative of the results that can be expected for the year ending September 30, 2012.

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

BALANCE SHEETS

	Dec. 31, 2011			Sept. 30, 2011
	(Unaudited)
ASSETS

CURRENT ASSETS

Cash	$	51,492		$	17,392
Prepaid expense		10,865			-
Total Current Assets		62,357			17,392

OTHER ASSETS
Computer software, net of accumulated amortization of $0		15,881			-
Website development costs, net of accumulated amortization of $1,250		8,750			-
Goodwill		396,206			-
Total Other Assets		420,837			-

Total Assets	$	483,194		$	17,392


LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	41,798		$	68,417
Advances from related parties		27,523			27,523
Note payable		440,924			-
Advances from third party		-			181,346
Total Current Liabilities		510,245			277,286

STOCKHOLDERS’ DEFICIENCY

Common stock
250,000,000 shares authorized, at $0.001 par value; 38,220,000 and 37,220,000 shares issued and outstanding, respectively		38,220			37,220
Additional paid-in capital		454,581			49,455
Deficit accumulated during the exploration stage		(137,569	)		(137,569	)
Deficit accumulated during the development stage		(382,283	)		(209,000	)
Total Stockholders’ Deficiency		(27,051	)		(259,894	)

Total Liabilities and Stockholders’ Deficiency	$	483,194		$	17,392

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

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

STATEMENT OF OPERATIONS

For three months ended December 31, 2011 and 2010 and for the period January 18, 2007 (date of inception) to December 31, 2011

(Unaudited)

	Three months ended December 31, 2011			Three months ended December 31, 2010			From January 18, 2007 (date of inception) to December 31, 2011

REVENUES	$	-		$	-		$	-

EXPENSES
Impairment loss on goodwill		-			-			49,669
General and administrative expense		128,963			-			275,979
Marketing expense		44,320			-			56,635
Total expenses		173,283						382,283

NET LOSS FROM CONTINUING OPERATIONS	$	(173,283	)	$	-		$	(382,283	)

DISCONTINUED OPERATIONS
Change from exploration stage to development stage		-			(5,624	)		(137,569	)

NET LOSS	$	(173,283	)	$	(5,624	)	$	(519,852	)

NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted		38,198,261			104,220,000

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

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

STATEMENT OF CASH FLOWS

For the three months ended December 31, 2011 and 2010 and for the period January 18, 2007 (date of inception) to December 31, 2011

(Unaudited)

	Three months ended December 31, 2011			Three months ended December 31, 2010			From January 18, 2007 (date of inception) to December 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(173,283	)	$	(5,624	)	$	(519,852	)

Adjustments to reconcile net loss to net cash (used) in operating activities:
Impairment loss on mineral claim–discontinued operations		-			-			5,000
Capital contributions–expenses paid by Officers–discontinued operations		-			-			49,400
Impairment loss on Goodwill		-			-			49,669
Amortization of website development costs		1,250						1,250

Changes in operating assets and liabilities:
Changes in prepaid expense		(10,865	)		-			(10,865	)
Changes in accounts payable–discontinued operations		-			2,776			20,917
Changes in accounts payable and accrued expenses		(26,699	)		-			20,800
Net Cash (Used) in Operations Activities		(209,597	)		(2,848	)		(383,681	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of mineral claim–discontinued operations		-			-			(5,000	)
Payments to develop computer software		(15,881	)		-			(15,881	)
Net Cash (Used) in Investing Activities		(15,881	)		-			(20,881	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common Stock–discontinued operations								32,276
Proceeds from advances by related parties–discontinued operations		-			2,830			27,523
Advances from third parties		259,578			-			396,255
Net Cash Provided by Financing Activities		259,578			2,830			456,054

Net (Decrease) Increase in Cash		34,100			(18	)		51,492
Cash at Beginning of Period		17,392			1,010			-

CASH AT END OF PERIOD	$	51,492		$	992		$	51,492

SUPPLEMENTAL CASH DISCLOSURES
Cash paid for income taxes	$	-		$	-		$	-
Cash paid for interest	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for acquisition of MDTI	$	-		$	-		$	5,000
Stock issued for acquisition of ILAD	$	390,000		$	-		$	390,000
Advances acquired in acquisition of MDTI	$	-		$	-		$	44,669
Debt acquired in acquisition of ILAD	$	80		$	-		$	80
Website costs acquired in acquisition of ILAD	$	10,000		$	-		$	10,000

The accompanying notes are an integral part of these unaudited financial statements

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

1. ORGANIZATION

The Company, Marine Drive Mobile Corp., was incorporated under the laws of the State of Nevada on January 18, 2007, under the name “Sona Resources, Inc.”, with the authorized capital stock of 250,000,000 shares at $0.001 par value. On July 6, 2011 the Company changed its name to “Marine Drive Mobile Corp.”.

The Company was originally organized for the purpose of acquiring and developing mineral properties. The Company was not able to establish the existence of a commercially minable ore deposit and in June of 2011 began to shift its business focus to opportunities in the mobile commerce (“m-Commerce”) industry. Effective July 6, 2011 the Company amended its Articles of Incorporation to change its name to Marine Drive Mobile Corp, (MDM) and on September 12, 2011, the Company finalized the acquisition of Marine Drive Technologies, Inc. (MDT) and became a Development Stage company at that time.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Principles of Consolidation

The consolidated financial statements include the accounts of Marine Drive Mobile Corp, Marine Drive Technologies, Inc., and I Like A Deal, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidulutive and then the basic and diluted per share amounts are the same.

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.

Computer Software

Computer software on the balance sheet represents costs incurred to develop software for one of our websites. We account for internally developed software costs in accordance with ASC 350-40. All costs incurred during the three months ended were considered to be in the application development stage.

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Website development costs

Website development costs represent an asset that was acquired in the acquisition of ILAD. These costs are accounted for in accordance with ASC 350-50, and are being amortized over the estimated useful life of 3 years. Costs incurred related to the operation of the website are expensed as incurred.

Goodwill

Goodwill represents the excess of the aggregate price paid by us over the value of the net assets acquired. In accordance with ASC 350, we review goodwill for impairment at least annually or whenever events indicate that the carrying amount of the asset may not be recoverable.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

On December 31, 2011 the Company had a net operating loss carry forward of $518,602 for income tax purposes. The tax benefit of approximately $175,000 from the loss carry forward has been fully offset by a valuation reserve because the future tax benefit is undeterminable as the Company is unable to establish a predictable projection of operating profits for future years. The loss carryforwards will begin to expire in 2027.

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Translations denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

(i)	Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;

(ii)	Non-Monetary items including equity are recorded at the historical rate of exchange; and

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred.

Revenue Recognition

The Company earns revenue through consulting fees and from transaction fees it charges customers. Consulting fees are recorded in revenue when the service is completed. Transaction fees are recorded in revenue when a customer completes a purchase on the Company’s website and the related transaction fee is charged to the customer’s credit card..

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3.COMPUTER SOFTWARE

Computer software on the balance sheet represents costs incurred to develop software for one of our websites. We are in the application development stage with these costs, and have capitalized related costs. The website and underlying database is not ready for its intended purpose; therefore, amortization of these costs has not yet begun.

4.WEBSITE DEVELOPMENT COSTS

Website development costs represent an asset that was acquired in the acquisition of ILAD. These costs (initially $10,000) are being amortized over 3 years, which is the estimated useful life of this asset. Total amortization expense during the three months ended December 31, 2011 was $1,250.

5. ACQUISITION OF I LIKE A DEAL LLC

On October 3, 2011 (the “Closing Date”), the Company completed the acquisition of the outstanding membership interests of I Like A Deal, LLC, a Nevada limited liability company (“ILAD”), pursuant to the terms of the Membership Interests Purchase Agreement, dated August 26, 2011 (the “Purchase Agreement”), between the Company, ILAD and ILAD’s members (the “Selling Members”). ILAD runs an integrated website that allows users to find the “best of the best” deals locally and nationally on a daily basis including automotive, active life, education, food, fitness, hotel, restaurants, shopping, among others, by selling coupons for discounted products and services.

The Company issued 1,000,000 shares of its common stock, with a fair value of $390,000 using the market price of the Company’s stock on the closing date, plus 2 warrants with a fair value of $16,126 (using the Black-Scholes valuation model), to acquire 100% of the Member interests of ILAD. The Company acquired from ILAD website costs with a fair value of $10,000, and debt of $80; accordingly, Goodwill was generated in the amount of $396,206.

Each warrant entitles the holder to purchase 50,000 shares of common stock at 60% of the closing price of the Company’s common stock, in the first year, and at the closing price in the second year (each warrant has a term of two years).

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2011

Unaudited

6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

For the three months ended December 31, 2011, the Company purchased I Like A Deal LLC from Andrew Strauss, our CTO, who owned 50% of ILAD. The purchase agreement provided for Andrew to receive 500,000 shares, valued at the market price of $0.39 per share on the closing date, for a value of $195,000.

Officers-directors and their families have acquired 35% of the common stock issued, have made no interest, demand advances to the Company of $27,523, and have made contributions to capital of $49,400 in the form of expenses paid for the Company.

7. DISCONTINUED OPERATIONS

As a result of the acquisition of MDT on September 12, 2011, the Company changed its business focus from mining (exploration stage) to e-commerce applications (development stage). Accordingly, the Company has reported discontinued operations on its statement of operations, classified as follows:

	Three months ended December 31, 2011		Three months ended December 31, 2010		From January 18, 2007 (date of inception) to December 31, 2011
General and administrative	$	-	$	5,624	$	127,569
Impairment on mineral claim acquisition		-		-		5,000
Exploration costs		-		-		5,000
Total Discontinued Operations	$	-	$	5,624	$	137,569

8. NOTE PAYABLE

During the three months ended December 31, 2011, the Company received cash advances from a third party of $259,578. As described in note 12, on January 20, 2012, all advances from a third party were converted to a note payable under a line of credit agreement. Additionally, the Company agreed to accrue interest on the advances from the date the advance was received, at 6% per annum. The total related interest expense and accrued interest that was recorded as of December 31, 2011 was $7,122.

This line of credit agreement is for up to $1 million. The total unused portion of this line of credit as of December 31, 2011 was $559,076.

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

9. CAPITAL STOCK

On August 31, 2007, Company completed a private placement consisting of 80,000,000 common shares sold to directors and officers for a total consideration of $2,000. On September 30, 2007, the Company completed a private placement of 24,220,000 common shares for a total consideration of $30,276.

On September 12, 2011, a shareholder and, as of the Closing Date of the MDT acquisition, a former officer and a director, surrendered 72,000,000 shares of the Company’s common stock to the Company. These shares were canceled.

On September 12, 2011, the Company issued 5,000,000 common shares to acquire all of the issued and outstanding shares of MDT. These shares were valued at $.001, per share, which was the closing trading price of the Company’s common stock on that date.

On October 3, 2011, Company completed the purchase of ILAD and issued 1,000,000 common shares to the members of ILAD. These shares were valued at $.39, per share, which was the closing trading price of the Company’s common stock on that date.

10. STOCK BASED COMPENSATION

During the year ended September 30, 2011 the Company granted the Officers of the Company 12,000,000 stock options as part their Management contracts. The options were granted August 1, 2011, have an exercise price of $.25, a term of five years, with 1,500,000 options vesting on August 1, 2012 and 10,500,000 options vesting 1/7 every quarter thereafter.

During the three months ended December 31, 2011 the Company granted 100,000 options to the owners of ILAD as part of the purchase agreement. The options were granted on October 3, 2011, have an exercise price of $0.23 if exercised in the first year or $0.39 if exercised after that and a term of 5 years.

Common Stock options

The following table summarizes stock option activity during fiscal year 2012 :

	Stock Options		Weighted average exercise price per share		Weighted average remaining terms (in years)		Aggregate intrinsic value
Options outstanding September 30, 2011		8,000,000		0.25		4.7		-
Granted		-		-		-		-
Forfeitures		-		-		-		-
Exercised		-		-		-		-
Options outstanding December 31, 2011		8,000,000	$	0.25		4.7		-
Options exercisable December 31, 2011		-		-		-		-

MARINE DRIVE MOBILE CORP.

formerly Sona Resources, Inc.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2011

Unaudited

10. STOCK BASED COMPENSATION - continued

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for the options included in the above table:

	2011
Fair value of stock on grant date	$	.001
Exercise price	$	.25
Expected term	5 years
Risk-free rate of return		.55	%
Volatility		0.0
Dividend yield		0	%

Using the above assumptions, the Company calculated the grant date fair value of the related options to be $0.

11. GOING CONCERN

The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

12.	SUBSEQUENT EVENTS

On January 20, 2012 the Company completed a Line of Credit agreement with Quarry Bay Capital LLC for advances up to $1,000,000 payable on demand, bearing interest of 6% per annum and a provision allowing the lender to convert the debt into common shares of the Company, at $.25 per share. The Company has reported this new line of credit in these financial statements, by reclassifying advances from third party to note payable on the balance sheet.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains statements that constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, including the potential results of any acquisition or similar transaction, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, and (f) the benefits related to ownership of our common stock. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements for the reasons, among others, described within the various sections of this Form 10-Q, specifically the section entitled “Risk Factors”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Form 10-Q will in fact occur as projected. We undertake no obligation to release publicly any updated information about forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

The risks described below are the ones we believe are most important for you to consider. These risks are not the only ones that we face. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the future price of our common stock could decline.

The following discussion should be read in conjunction with the information contained in the financial statements of Marine Drive Mobile Corp. (“we”, “us”, “our”, or the Company) and the notes which form an integral part of the financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Background

We were incorporated under the laws of the State of Nevada on January 18, 2007, under the name “Sona Resources, Inc.”, with authorized capital stock of 250,000,000 shares at $0.001 par value. We were organized for the purpose of acquiring and developing mineral properties. We were not able to establish the existence of a commercially minable ore deposit and in June of 2011 we shifted our business focus to opportunities in the mobile commerce (“m-Commerce”) industry. Mobile Commerce also known as M-Commerce or mCommerce, is the ability to conduct commerce using a mobile device, such as a mobile phone, a Personal Digital Assistant (PDA), a smartphone, or other emerging mobile equipment.

On June 6, 2011, we entered into the Exchange Agreement to acquire Marine Drive Technologies Inc. (the “Exchange Transaction”), a corporation organized under the laws of Canada (“MDT”), a developer of scalable m-Commerce applications and services, and on July 6, 2011, we changed our name to “Marine Drive Mobile Corp.” On August 26, 2011, we entered into a Membership Interests Purchase Agreement for the acquisition of the outstanding membership interests of I Like A Deal, LLC (“ILAD”), a developer of group buying web based software (the “ILAD Transaction”). On September 12, 2011 we closed the Exchange Agreement with MDT and on October 3, 2011 we closed the Membership Interests Purchase Agreement with ILAD.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exists which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

The potential acquisition strategies we are considering are dependent upon our ability to obtain third party financing in the form of debt and/or equity. Such financings may not be available or may not be available on reasonable terms. As of June 30, 2011, we have not generated revenues, and have experienced negative cash flow from minimal exploration activities.

Results of Operations – Since inception to December 31, 2011

For the quarter ended December 31, 2011, we incurred a net loss of $173,283 from continuing operations. The net loss for the quarter ended December 31, 2010 of $5,624 has been classified as discontinued operations.

General and administration expenses for the quarter ended December 31, 2011, amounted to $128,963 with management salaries of $50,000, legal expense of $25,792, accounting expense of $12,000 and website expense of $10,736..

Marketing expenses for the quarter ended December 31, 2011 amounted to $44,320 reflecting the need of the new business focus to contact customers and merchants. Major expense items were $28,000 for materials, $6,000 for staff and $5,150 for call center services.

For the three months ended December 31, 2011, we had accumulated loss since inception of $519,852 being $382,283 from continuing operations and $137,569 from discontinued operations. This represents a net loss of $0.00 per share for the three months ended December 31, 2011 based on a weighted average number of shares outstanding of 38,198,261. We have not generated any revenue from operations since inception.

Cash and Cash Equivalents

As of December 31, 2011, we had cash of $51,412 as compared to $17,392 as of September 30, 2011. We anticipate that a substantial amount of cash will be used as working capital and to execute our strategy and business plan. As such, we further anticipate that we will have to raise additional capital of approximately $800,000 to fund our operational and research and development needs over the next twelve months.

Liquidity and Capital Resources

As of December 31, 2011, we had cash of $51,492 and working capital deficiency of $447,888. During the three month period ended December 31, 2011, we funded our operations from the proceeds of advances from a third party. On January 20, 2012 we completed a line of credit agreement for $1,000,000, from which we have drawn $440,924 as of December 31, 2011. If we have a change in our operating plans, increased expenses, or other events may cause us to seek even greater equity or debt financing in the future.

For the three month period ended December 31, 2011, we used net cash of $209,597 in operations. Net cash used in operating activities increased from $2,848 in the three month period ended December 31, 2010.

In order to execute on our business strategy, we will require additional working capital, commensurate with our operational needs. Our current cash requirements are significant due to the planned development and expansion of our business. Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months. In addition to the Line of Credit, we are currently seeking further financing and we believe that will provide sufficient working capital to fund our operations for at least the next six months. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future., There are no assurances that we will be able to raise the required working capital on favorable terms, or that such working capital will be available on any terms when needed.

Capital Requirements

There is very limited historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

Our existing capital resources will not be sufficient to meet our current obligations and operating requirements or our aggressive growth and acquisition plans. Therefore, we will need to rely on the Line of Credit and/or raise additional capital in the next 12 months. We will consider debt or equity offerings or institutional borrowing as potential means of financing, however, there are no assurances that we will be successful or that we will obtain terms that are favorable to us. Over the next twelve months, management estimates that we will require approximately $800,000 to fund our operational and research and development needs.

We have no assurance that financing will be available to us, or if available, on terms acceptable to us. If financing is not available to us, or on satisfactory terms, we may be unable to continue, develop or expand our operations. Additional equity financing could also result in additional dilution to our existing shareholders.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

At this time this is not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Our management has evaluated the effectiveness of our disclosure controls and procedures as required by the Exchange Act Rule 13a-15(d) as at December 31, 2011 (the “Evaluation Date”). Upon completion of their evaluation, our management has concluded the disclosure controls and procedures were not effective as of the Evaluation Date as a result of material weaknesses in internal controls over financial reporting.

Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that “disclosure controls and procedures” have the following characteristics:

●	designed to ensure disclosure of information that is required to be disclosed in the reports that are filed or submitted under the Exchange Act;

●	recorded, processed, summarized and reported with the time period required by the SEC’s rules and forms; and

●	accumulated and communicated to management to allow them to make timely decisions about the required disclosures.

Even though management’s assessment that our internal controls over financial reporting are not effective and there are certain material weaknesses as indicated below, management believes that our financial statements contained in our Quarterly Report on Form 10-Q for the three months ended December 31, 2011 fairly present our financial condition, results of operations and cash flows in all material respects.

Material Weaknesses

Management assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date and identified the following material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2011, we did not have an audit committee which complies to the requirements of an audit committee since it did not have an independent “financial expert” on the committee.

We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP. Our current Chief Financial Officer, Ms. Sagar, has been our Chief Financial Officer since our inception in January 2007. She has had limited experience and education in accounting and no training with U.S. GAAP.

We are currently reviewing our disclosure controls and procedures related to material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses.

Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings to which we are a party, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 1A. RISK FACTORS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

Line of Credit

On January 20, 2012, the Company entered into a Line of Credit Agreement with Quarry Bay Capital LLC for advances up to $1,000,000 payable on demand, bearing interest of 6% per annum and the option of converting the debt to shares at $.25 per share.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report by reference:

Exhibit No.		Description
2.1		Share Exchange Agreement, dated June 6, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K filed on June 9, 2011)
3.1		Certificate of Incorporation (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
3.2		Articles of Incorporation (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959 and Current Report on Form 8-K filed on June 30, 2011)
3.3		By-laws (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
4		Specimen Stock Certificate (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
10.1		Line of Credit agreement*
31.1		Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)*
31.2		Rule 13a-14(d)/15d-14(d) Certification (Principal Financial Officer)*
32		Section 1350 Certifications*

101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

* Filed herewith

SIGNATURES

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

	MARINE DRIVE MOBILE CORP.
	(Registrant)



Date: February 14, 2012	/s/ COLIN MACDONALD
	Colin MacDonald
	Chief Executive Officer and President
	(Principal Executive Officer)

Date: February 14, 2012	/s/ MONIKA SAGAR
	Monika Sagar
	Chief Financial Officer, Chief Accounting Officer, Secretary and Director
	(Principal Financial Officer and Principal Accounting Officer)

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