Item
8.01 Other Events.
We are
filing this Current Report on Form 8-K in connection with increased trading
activity in and the stock price volatility of our common stock which trades on
the OTC Bulletin Board under the symbol "MBIC." The increased trading
activity is associated with the free trading status of approximately 2,000,000
shares of our common stock. As of the date of this report, we have
52,222,034 shares of common stock outstanding.
In
connection with our acquisition of Mobicom Korea, Ltd. (formerly AIMMS Co.,
Ltd.), a Korean corporation, on December 31, 2007 we issued an aggregate of
50,000,000 shares of our common stock to the former Mobicom Korea
stockholders. Those shares were issued without registration and are
restricted shares. They will become eligible for sale under Rule 144
commencing on January 16, 2009; one year from our publication of Form 10
information concerning the transaction.
Before we
acquired Mobicom Korea, on June 29, 2007 we entered into an agreement with our
creditors (the "Noteholders
Agreement") to transfer certain assets and eliminate our liabilities, in
order to improve our options for attracting a merger candidate. In
connection with the Noteholders Agreement, we agreed to consent to the
Noteholders foreclosure on substantially all of our assets including the stock
of our subsidiary entities. In exchange, the Noteholders agreed to,
among other things, convert approximately $3.6 million of outstanding
indebtedness into an aggregate of 2,000,000 shares of our common stock, waive
all breaches, defaults, penalties, accrued and unpaid interest, charges, fees
and costs, and cancel all outstanding warrants that had been issued to the
Noteholders. The shares of our common stock issued to the former
Noteholders are eligible for trading without registration under Rule
144.
As we
noted in our annual report on form 10-KSB for the year ended December 31,
2007:
"Our
common stock is illiquid and subject to price volatility unrelated to our
operations.
The
market price of our common stock can fluctuate substantially due to a variety of
factors, including market perception of our ability to achieve our planned
growth, quarterly operating results of other companies in the same industry,
trading volume in our common stock, changes in general conditions in the economy
and the financial markets or other developments affecting our competitors or us.
In addition, the stock market is subject to extreme price and volume
fluctuations. For publicly traded companies with low trading volumes, a small
number of transactions whether purchases or sales of securities may have a
significant impact on the price of their common stock at any point in
time. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common
stock."
Investors
are urged to exercise caution and consider these factors when investing in our
stock.
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SIGNATURE
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned there unto
duly authorized.
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MOBICOM
CORPORATION
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Registrant
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July
8, 2008
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By:
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/s/ Michael
Levinsohn
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Michael
Levinsohn, Chief Executive Officer
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As
Principal Executive Officer
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and
on behalf of Registrant
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F-3