MBLV / MobiVentures, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2008 Date of Report (Date of earliest event reported) MOBIVENTURES I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2008 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of incorporation) (Commission

EX-99.1

EX-99.3

Signed by Avonglen Limited acting by a director ) ) ) ) /s/ Matt Hilton Director Signed by SOUTH EAST GROWTH FUND LIMITED PARTNERSHIP by Jason Gould for and on behalf of West Midlands Enterprise Limited ) ) ) ) /s/ Jason Gould Signed by NEW VISIONS M

THIS AGREEMENT is made the 23 September 2008 BETWEEN 1. Christopher Beck, Christopher Jackson, Julia McNally, Matthew Rahman, Caroline Walton whose addresses are shown in Schedule 1 ("the Managers"); 2. SOUTH EAST GROWTH FUND LIMITED PARTNERSHIP a limited partnership incorporated in England with number LP008277 and whose registered office is at Wellington House 31-34 Waterloo Street Birmingham B2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2008 MOBIVENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or Other Jurisdiction of Incorporation) (Commission Fi

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2008 o Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBIVENTURES INC. (Name of small business iss

As filed with the U.S. Securities and Exchange Commission on August 11, 2008

As filed with the U.S. Securities and Exchange Commission on August 11, 2008 Registration No. 333-151216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nevada MOBIVENTURES INC. Not Applicable (State or other jurisdiction of incorporation or organization) (Name of registrant as specified in

MOBIVENTURES, INC. Sunnyside, Brinkworth Wiltshire, England SN15 5BY 44 (0) 7740 611413

MOBIVENTURES, INC. Sunnyside, Brinkworth Chippenham Wiltshire, England SN15 5BY 44 (0) 7740 611413 August 11, 2008 VIA EDGAR AND FACSIMILE Attention: Katherine Wray United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-0213 Fax: (202) 772-9210 Re: MobiVentures, Inc. Request for Acceleration of Amendment No. 3 to Form S-1 File No. 333-151216 Ladies and Gentlemen:

MOBIVENTURES, INC. c/o CDC Services of Nevada, Inc. 502 East John Street Carson City, NV 89706

MOBIVENTURES, INC. c/o CDC Services of Nevada, Inc. 502 East John Street Carson City, NV 89706 August 11, 2008 Mr. Mark P. Shuman 100 F Street, N.E. Mail Stop 4561 Washington, DC 20549-7010 Re: MobiVentures, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 28, 2008 File No. 333-151216 Dear Mr. Shuman: At the request of the Securities and Exchange Commission (the “Commission”),

As filed with the U.S. Securities and Exchange Commission on July 28, 2008

As filed with the U.S. Securities and Exchange Commission on July 28, 2008 Registration No. 333-151216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nevada MOBIVENTURES INC. Not Applicable (State or other jurisdiction of incorporation or organization) (Name of registrant as specified in ou

EX-3.4

As filed with the U.S. Securities and Exchange Commission on July 21, 2008

As filed with the U.S. Securities and Exchange Commission on July 21, 2008 Registration No. 333-151216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nevada MOBIVENTURES INC. Not Applicable (State or other jurisdiction of incorporation or organization) (Name of registrant as specified in ou

MOBIVENTURES, INC. c/o CDC Services of Nevada, Inc. 502 East John Street Carson City, NV 89706

MOBIVENTURES, INC. c/o CDC Services of Nevada, Inc. 502 East John Street Carson City, NV 89706 July 21, 2008 Mr. Mark P. Shuman 100 F Street, N.E. Mail Stop 4561 Washington, DC 20549-7010 Re: MobiVentures, Inc. Registration Statement on Form S-1 Filed May 28, 2008 File No. 333-151216 Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 Filed May 15, 2008 File No. 000-51855 Dear Mr. S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 Amendment No. 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2008 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of incorporatio

As filed with the U.S. Securities and Exchange Commission on May 28, 2008

As filed with the U.S. Securities and Exchange Commission on May 28, 2008 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nevada MOBIVENTURES INC. Not Applicable (State or other jurisdiction of incorporation or organization) (Name of registrant as specified in our charter) (I.R.S. Employe

Escrow Agreement dated March 31, 2008

ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2008 among MOBIVENTURES, INC.

Registration Rights Agreement dated March 31, 2008

EX-10.34 3 exhibit10-34.htm REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2008, by and among MOBIVENTURES, INC., a Nevada corporation, with its principal office located at MIS Business Centre, Suite 3.19, 130 Shaftsbury Avenue, London, England (the “Company”), and the undersigned investors (each, an “Investo

Share Charge dated March 31, 2008

Filed by Automated Filing Services Inc. (604) 609-0244 - MobiVentures Inc. - Exhibit 10.38 DATED 2008 Draft: 26/03/08 (1) MOBIVENTURES, INC (2) TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND CHARGE OVER SHARES CONTENTS Page 1 INTERPRETATION 2 2 COVENANT TO PAY 4 3 CHARGE 4 4 COVENANT TO DEPOSIT AND FURTHER ASSURANCES 4 5 REPRESENTATIONS AND UNDERTAKINGS 5 6 ENFORCEMENT OF SECURITY 7 7 DEALINGS WITH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2008 [ ] Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2008 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBIVENTURES INC. (Name of smal

Security Agreement dated March 31, 2008

SECURITY AGREEMENT THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 31, 2008, by and between MOBI VENTURES INC.

Composite Guarantee and Debenture dated March 31, 2008

EXECUTION VERSION DATED March 31 2008 (1) THE CHARGORS named herein (2) TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND GUARANTEE AND DEBENTURE CONTENTS Clause Page 1 INTERPRETATION 1 2 COVENANT TO PAY 5 3 CHARGES 6 4 PROTECTION OF CHARGEHOLDER'S RIGHTS 6 5 COVENANTS 8 6 DEMAND AND ENFORCEMENT 12 7 RECEIVERS 12 8 POWER OF ATTORNEY 13 9 APPLICATION OF MONEYS RECEIVED BY THE LENDER OR THE RECEIVER 14

Pledge Agreement dated March 31, 2008

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures, Inc. - Exhibit 10.36 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of March 31, 2008 (the “Effective Date”) by and among MOBI VENTURES, INC., a corporation organized and existing under the laws of Nevada (the “Company” and the “Pledgor”), TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, LUXE

CONSULTANT AGREEMENT

EX10-3 CONSULTANT AGREEMENT This Consultancy Agreement (the "Agreement") is made and entered into effective as of the 18th day of April, 2008 (the "Effective Date"), between PUREPROMOTER LIMITED, a company registered in the UK with Company Number 4266410 (the "Company") and FLAXLANDS MANAGEMENT Limited) whose address is Flaxlands Manor, Flaxlands Nr Hook, Swindon, Wiltshire SN4 8DY(the "Consultants").

PROMISSORY NOTE

EX10-4 PROMISSORY NOTE April 25th, 2008 FOR VALUE RECEIVED, Mobiventures Inc., a Nevada corporation ("Maker"), promises to pay to the order of Peter Åhman, or his successors or assigns ("Payee") at such place as Payee may designate in writing, in immediately available lawful money of the European Union, the principal sum of 612,000 euros (the "Principal Balance"), together with interest accrued on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2008 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of incorporation) (Commission File

Warrant Certificate issued by the Company to Danny Wootton dated March 31, 2008

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 31, 2008 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of incorporation) (Commission File

Consultant Agreement between the Company and Ian Downie dated March 31, 2008

CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 31st March 2008 (the "Effective Date"), between MOBIVENTURES INC, a Nevada corporation, (the "Company") and Ian Downie (the “Consultant”).

Consultant Agreement between the Company and Danny Wootton dated March 31, 2008

CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 31st March, 2008 (the "Effective Date"), between MOBIVENTURES INC, a Nevada corporation, (the "Company") and Danny Wootton (the “Consultant”).

Agreement for the Sale and Purchase of the Entire Issued Share Capital of Pure Promoter Limited between Mobiventures Inc. and the shareholders of Pure Promotor Limited

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures, Inc. - Exhibit 10.7 Final version Dated 2008 (1) THE PERSONS listed in schedule 1 (2) Mobiventures Inc AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF PURE PROMOTER LIMITED THIS AGREEMENT is made on this 4th day of April 2008 BETWEEN: (1) THE PERSONS whose names and addresses are set out in schedule 1

Securities Purchase Agreement between the Company and Trafalgar Capital Specialized Investment Fund, Luxembourg, dated March 31, 2008, with exhibits and form of secured convertible debenture

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures, Inc. - Exhibit 10.6 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2008, by and among MobiVentures, Inc. a Nevada corporation, with headquarters located at Sunnyside, Brinkworth, Chippenham, Wiltshire, SN15 5BY, England (the “Company”), and the Buyers listed on Schedul

Warrant Certificate issued by the Company to Ian Downie dated March 31, 2008

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures, Inc. - Exhibit 10.5 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER T

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 14, 2008 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of incorporation) (Commission File

Equity Share Purchase Agreement

EXHIBIT 10.1 MOBIVENTURES INC. and THE SHAREHOLDERS OF MOVE2MOBILE LIMITED EQUITY SHARE PURCHASE AGREEMENT EQUITY SHARE PURCHASE AGREEMENT THIS AGREEMENT (the “Agreement”) is made effective as of March 14, 2008 (the “Effective Date”), AMONG: The shareholders of Move2Mobile Limited (“M2M” or the “Company”), each of whose names and addresses are set out in Schedule 1 hereto (each a “Vendor” and coll

MOBIVENTURES ACQUIRES MOVE2MOBILE; MOVE2MOBILE’S DIVERSE PORTFOLIO OF COMPANIES ADDS DEPTH TO MOBIVENTURES’ PRODUCT OFFERING

Filed by Automated Filing Services Inc. (604) 609-0244 - MOBIVENTURES INC. - Exhibit 99.1 For Immediate Release EXHIBIT 99.1 IR Contact: David K. Waldman/Klea K. Theoharis Crescendo Communications, LLC (212) 671-1020 MOBIVENTURES ACQUIRES MOVE2MOBILE; MOVE2MOBILE’S DIVERSE PORTFOLIO OF COMPANIES ADDS DEPTH TO MOBIVENTURES’ PRODUCT OFFERING London, England and New York, NY—March 18, 2008—MobiVentur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2007 [ ] Transition Report Under Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2007 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBIVENTURES INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: DECEMBER 31, 2007 [ ] Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51855 MOBIVENTURES INC. (Name of small

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-51855 [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 20

Form of Regulation S Conversion Agreement (Nigel Nicholas, Ian Downie, Pollux OÜ and Tracebit Holding Oy) (1)

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures Inc. - THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2007 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission Fi

Form of Regulations S Debt Conversion Agreement (Gary Flint) (1)

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2007 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Employer

Consultant Agreement between MobiVentures Inc. and Gary Flint dated November 1, 2007

Filed by Automated Filing Services Inc. (604) 609-0244 - MobiVentures Inc.- Exhibit 10.1 EXHIBIT 10.1 CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 01st November, 2007 (the "Effective Date"), between MOBIVENTURES INC, a Nevada corporation, (the "Company") and Gary Flint (the “Consultant”). WHEREAS: A. The Company is engaged in the bus

Partnership agreement between MobiVentures Inc., Froggie S.L. and Move2Mobile on October 31, 2007

Filed by Automated Filing Services Inc. (604) 609-0244 - MobiVentures Inc. - Exhibit 10.2 EXHIBIT 10.2 PARTNERSHIP AGREEMENT BETWEEN MOBIVENTURES & MOVE2MOBILE & FROGGIE Purpose The purpose of this agreement is to begin adding value to each of the parties who are in negotiations to be acquired by Mobiventures (MV) and with MV itself. This agreement will set out the terms of the partnership in fram

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2007 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Employer

Amendment to the Consulting Agreement between the Company and Gary Flint dated September 3, 2007.

EX-10.2 3 exhibit10-2.htm AMENDMENT TO THE CONSULTING AGREEMENT EXHIBIT 10.2 AMENDMENT to CONSULTING AGREEMENT signed 6th February 2007 between the Company and the Consultant This Amendment (the "Amendment") is made and entered into effective as of the 3rd day of September, 2007 (the "Effective Date"), between MOBIVENTURES INC, a Nevada corporation, (the "Company") and Gary Flint (the “Consultant”

Amendment to the Consulting Agreement between the Company and Peter Åhman dated September 3, 2007.

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures, Inc. - Exhibit 10.1 EXHIBIT 10.1 AMENDMENT to CONSULTING AGREEMENT signed 1st February 2007 between the Company and the Consultant This Amendment (the "Amendment") is made and entered into effective as of the 3rd day of September, 2007 (the "Effective Date"), between MOBIVENTURES INC, a Nevada corporation, (the "Company") and P

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 3, 2007 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Employe

Amendment to the Consulting Agreement between the Company and Nigel Nicholas dated September 3, 2007.

EX-10.3 4 exhibit10-3.htm AMENDMENT TO THE CONSULTING AGREEMENT EXHIBIT 10.3 AMENDMENT to CONSULTING AGREEMENT signed 9th March 2007 between the Company and the Consultant This Amendment (the "Amendment") is made and entered into effective as of the 3rd day of September, 2007 (the "Effective Date"), between MOBIVENTURES INC, a Nevada corporation, (the "Company") and Nigel Nicholas (the “Consultant

Form of Warrant Certificate Agreement

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures Inc. - Exhibit 10.4 EXHIBIT 10.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULG

MobiVentures Inc. to launch MobiVentures “Academy” through acquisition of Move2Mobile, UK’s foremost wireless incubator.

Filed by Automated Filing Services Inc. (604) 609-0244 - MobiVentures Inc. - Exhibit 99.1 MobiVentures Inc. to launch MobiVentures “Academy” through acquisition of Move2Mobile, UK’s foremost wireless incubator. MOBIVENTURES INC. (OTCBB: “MBLV”) London, August 13th, 2007 MobiVentures Inc’s (OTCBB: MBLV) strategy of acquiring synergistic and innovative mobile technology companies has taken another b

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 13, 2007 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2007 [ ] Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2007 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBIVENTURES INC. (Name of sma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2007 [ ] Transition Report on For

MobileMail (US) Inc. changes name and promotes new corporate brand, MobiVentures.com (OTCBB: MBLV)

MobileMail (US) Inc. changes name and promotes new corporate brand, MobiVentures.com (OTCBB: MBLV) London: 02nd August 2007 MobileMail (US) Inc (previously OTCBB: MBMU) announced the changing of its name to MobiVentures Inc., to reflect its focus to become the premier distributor of multi-media mobile content and services on an international scale. The company adopted the name MobiVentures to more

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 2, 2007 Date of Report (Date of earliest event reported) MOBIVENTURES INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File Number) (IRS Em

MobileMail (US) Inc. to acquire market-leading mobile marketing specialists.

EXHIBIT 99.1 MobileMail (US) Inc. to acquire market-leading mobile marketing specialists. MOBILEMAIL (US) INC. (OTCBB: ?MBMU?) London, July 19th , 2007 MobileMail (US) Inc. (OTCBB: MBMU) is pleased to announce the signing of a binding Letter of Intent for the acquisition of 100% of Froggie S.L. and Norris Marketing Limited, established providers of an innovative portfolio of mobile messaging, mobi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 17, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ x ] Definiti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 JUNE 28, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) NEVADA 0-51855 N/A (State or other jurisdiction of (Commission File Number) (IRS Employer Iden

Consultant Agreement between the Company and Adrian Clarke dated June 28, 2007.

EXHIBIT 10.1 CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 28th June, 2007 (the "Effective Date"), between MOBILEMAIL (US) INC, a Nevada corporation, (the "Company") and Adrian Clarke (the ?Consultant?). WHEREAS: A. The Company is engaged in the business of providing multi-media mobile content and messaging services B. The Company des

Warrant Certificate issued by the Company in favour of Adrian Clarke dated June 28, 2007.

EX-10.2 3 exhibit10-2.htm EXHIBIT 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ x ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ X ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007 [ ] Transition Report Under Sect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ X ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBILEMAIL (US) INC. (Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-51855 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2007 [

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Employe

MobileMail Inc Suite 5.18 MLS Business Centre 130 Shaftesbury Avenue London W1D 5EU T +44 (0) 20 7031 1193 F +44 (0) 20 7031 1199 E investor @mailsms.co.uk W www.mailsms.co.uk

EX-99.2 3 exhibit99-2.htm PRESS RELEASE OF THE COMPANY, DATED APRIL 25, 2007 EXHIBIT 99.2 MobileMail (US) Inc. enters into a Letter of Intent to acquire significant interest in market-leading mobile content delivery solutions provider. MOBILEMAIL (US) INC. (OTCBB: “MBMU”) London, April 25th, 2007 MobileMail (US) Inc. (OTCBB: MBMU) is pleased to announce the signing of a Letter of Intent for the ac

TERM SHEET

REDRAFT DD – April 24, 2007 MobileMail (US) Inc. Suite 5.12 MLS Business Centre 130 Shaftesbury Avenue London, W1D 5EU United Kingdom April 17, 2007 txtNation Ltd. EXHIBIT 99.1 Waterfront Business Park Poseidon House Plymouth, Cornwall PL4 0SJ United Kingdom Attention: Jonathan Rowsell/Michael Whelan Dear Sirs, Letter Agreement regarding the business combination between MobileMail (US) Inc. (“Mobi

Consultant Agreement between the Company and Ian Downie dated March 14, 2007.

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 16.1 EXHIBIT 16.1 CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 14th day of March, 2007 (the "Effective Date"), between MOBILEMAIL (US) INC, a Nevada corporation, (the "Company") and Ian Downie (the “Consultant”). WHEREAS: A. The Company is engaged

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 14, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 14, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Neva

Consultant Agreement between the Company and Nigel Nicholas dated March 9, 2007.

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 16.1 EXHIBIT 16.1 CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the th day of March, 2007 (the "Effective Date"), between MOBILEMAIL (US) INC, a Nevada corporation, (the "Company") and Nigel Nicholas (the “Consultant”). WHEREAS: A. The Company is engag

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 9, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 N/A (State or other jurisdiction of (Commission File (IRS Employer Identifica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2006 [ ] Transition Report Under Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBILEMAIL (US) INC. (Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MOBILEMAIL (US) INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 607

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MOBILEMAIL (US) INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 60742Q 10 9 (CUSIP Number) PETER BIRGER AHMAN Kyrkotorget 13 E 06100 Borgå, Finland +358 40-551-4177 (Name, Address and Telephone Number of Person Author

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-51855 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 200

2007 Incentive Stock Option Plan

EX-10.6 6 exhibit10-6.htm 2007 INCENTIVE STOCK OPTION PLAN EXHIBIT 10.6 MOBILEMAIL (US) INC. 2007 STOCK OPTION PLAN ARTICLE 1. THE PLAN 1.1 Title This plan is entitled the “2007 Stock Option Plan” (the "Plan") of Mobilemail (US) Inc., a Nevada corporation (the "Company”). 1.2 Purpose The purpose of the Plan is to enhance the long-term stockholder value of the Company by offering opportunities to d

Consultant Agreement between the Company and Peter Åhman dated February 1, 2007

EXHIBIT 10.3 CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 01st day of February, 2007 (the "Effective Date"), between MOBILEMAIL (US) INC, a Nevada corporation, (the "Company") and Tracebit Holding Oy represented by Peter Åhman (the “Consultant”). WHEREAS: A. The Company is engaged in the business of providing Mobile content and SMS m

Employment Agreement between the Company and Miro Wikgren dated January 31, 2007

EX-10.2 3 exhibit10-2.htm AGREEMENT 1 EXHIBIT 10.2 TYÖSOPIMUS (CONTRACT OF EMPLOYMENT) 1. Sopijapuolet (Parties) 1.1. Työnantaja (Employer) Oy Tracebit Ab (“Työnantaja”) Y-tunnus: 1074508-1 Kirkkotori 13E, 06100 Porvoo, Finland 1.2. Työntekijä (Employee) Miro Wikgren (270375-0571) Gymnasiegränd 7 bst 3, 06100 Borgå, Finland 2. Sopimuksen kohde ja kesto (Employment and continuity of employment) Työ

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 6, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Emplo

Consultant Agreement between the Company and Gary Flint dated February 6, 2007

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.4 EXHIBIT 10.4 CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 06th day of February, 2007 (the "Effective Date"), between MOBILEMAIL (US) INC, a Nevada corporation, (the "Company") and GARY FLINT (the “Consultant”). WHEREAS: A. The Company is enga

Employment Agreement between the Company and Simon Ådahl dated January 31, 2007

1 EXHIBIT 10.1 TY?SOPIMUS (CONTRACT OF EMPLOYMENT) 1. Sopijapuolet (Parties) 1.1. Ty?nantaja (Employer) Oy Tracebit Ab (?Ty?nantaja?) Y-tunnus: 1074508-1 Kirkkotori 13E, 06100 Porvoo, Finland 1.2. Ty?ntekij? (Employee) Simon ?dal (280775-103C) Ankarviksv?gen 86, 06950 Emsal?, Finland 2. Sopimuksen kohde ja kesto (Employment and continuity of employment) Ty?suhde alkoi 1.6.2002 ja on voimassa toist

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdictio

MobileMail (US) Inc. to aggressively enter into the Mobile Content Industry with completion of Acquisition of Oy Tracebit Ab

EX-99.1 3 exhibit99-1.htm PRESS RELEASE OF THE COMPANY EXHIBIT 99.1 MobileMail (US) Inc. to aggressively enter into the Mobile Content Industry with completion of Acquisition of Oy Tracebit Ab MOBILEMAIL (US) INC. (OTCBB: “MBMU”) London, January 31st, 2007 MobileMail (US) Inc. (OTCBB: “MBMU”) is extremely pleased to announce the signing of a share purchase agreement for the completion of the acqui

Equity Share Purchase Agreement entered into between Capella Capital OÜ, Pollux OÜ and Tracebit Holding OY and the Company and OY Tracebit AB dated January 31, 2007.

EX-10.1 2 exhibit10-1.htm EQUITY SHARE PURCHASE AGREEMENT EXHIBIT 10.1 CAPELLA CAPITAL OÜ, POLLUX OÜ and TRACEBIT HOLDING OY and MOBILEMAIL (US) INC. and OY TRACEBIT AB EQUITY SHARE PURCHASE AGREEMENT January 31, 2007 EQUITY SHARE PURCHASE AGREEMENT THIS AGREEMENT is made effective as of January 31, 2007 (the “Effective Date”), AMONG: CAPELLA CAPITAL OÜ, an Estonian company with an address at Pärn

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 16, 2007 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Emplo

Letter of Staley, Okada dated January 22, 2007.

Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 info@staleyokada.

Amendment to Letter of Intent entered into between the Company and Oy Tracebit AB dated December 27, 2006

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobilemail (US) Inc. - Exhibit 99.2 EXHIBIT 99.2 MobileMail (US) Inc. Suite 5.18 MLS Business Centre 130 Shaftesbury Avenue London, England W1D 5EU December 27, 2006 Oy Tracebit AB. Kirkkotori 13 E 06100 Porvoo, Finland Attention: Peter Ahman And to: Tracebit Holding Oy Dear Peter, Time Extension - Letter of Intent regarding a potential busi

Amendment to Employment Agreement between MobileMail Limited and Gary Flint dated December 28, 2006

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.25 EXHIBIT 10.25 Mobilemail Limited Suite 5.18, 130 Shaftesbury Avenue London, W1D 5EU. United Kingdom Dated: 28th December 2006 FOR THE FISCAL YEAR ENDING 30TH SEPTEMBER 2006 I, Gary Flint, the Managing Director of Mobilemail Limited, agreed to reduce my salary to ZERO as of 1st April 2006. The below table

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51855 MOBILEMAIL (US) INC. (Name of sm

Amendment to Subscription Agreement between MobileMail (US) Inc. and Pan- European Consortium Ltd. dated December 28, 2006.

EXHIBIT 10.23 MobileMail (US) Inc. Suite 5.18 MLS Business Centre 130 Shaftesbury Avenue London, England W1D 5EU December 28, 2006 Pan-European Consortium Ltd Room 1, Salamat house, La Pourdriere Lane Victoria, Mahe, Seychelles Attention: Annabelle Jean-Louis Dear Annabelle, Time Extension – Regulation S Subscription Agreement between MobileMail (US) Inc. (“MobileMail”) and Pan-European Consortium

Consulting Services Agreement between MobileMail (US) Inc. and DeBondo Capital Limited dated July 1, 2006.

EXHIBIT 10.24 CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made as of the 1st day of July, 2006 BETWEEN: (1) DeBondo Capital Limited registered in England under company number (5666674) whose registered office is at 27 New Bond Street London W1S 2RH (‘DeBondo’); and (2) MobileMail (US) Inc. a company incorporated under the laws of the State of Nevada, USA, whose business office is at 130 Shafte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-51855 x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2006 ¨ Transition

TERM SHEET

EX-99.1 2 exhibit99-1.htm LETTER OF INTENT DATED OCTOBER 30, 2006 EXHIBIT 99.1 MobileMail (US) Inc. Suite 5.18 MLS Business Centre 130 Shaftesbury Avenue London, England W1D 5EU October 30, 2006 Oy Tracebit AB. Kirkkotori 13 E 06100 Porvoo Finland Attention: Peter Ahman Dear Sirs, Letter of Intent regarding a potential business combination between MobileMail (US) Inc. (“MobileMail”) and Oy Tracebi

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2006 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Emplo

MobileMail (US) Inc. to complete strategic acquisition of mobile software developer Oy Tracebit Ab.

EX-99.2 3 exhibit99-2.htm PRESS RELEASE OF THE COMPANY, DATED OCTOBER 31, 2006 EXHIBIT 99.2 MobileMail (US) Inc. to complete strategic acquisition of mobile software developer Oy Tracebit Ab. MOBILEMAIL (US) INC. (OTCBB: “MBMU”) London, October 31st, 2006 MobileMail (US) Inc. (OTCBB: “MBMU”) is pleased to announce that it has entered into a Letter of Intent effective October 30, 2006 to acquire al

Re-Seller Agreement between MobileMail Limited and NNT Telecom effective September 19, 2006.

EX-10.21 2 exhibit10-21.htm RE-SELLER AGREEMENT EFFECTIVE SEPTEMBER 19, 2006 EXHIBIT 10.21 MobileMail Re-seller Agreement Cover Sheet Parties to the agreement Partner: NNT Telecom MobileMail Limited Address: NNT Telecom 6 Volkhonka St, bld 1 119019 Moscow Russia Suite 5.18, MLS Business Centre, 130 Shaftesbury Avenue, London, W1D 5EU UK 1. Products under the Agreement (hereinafter the “Product Lis

Subscription Agreement between MobileMail (US) Inc. and Pan-European Consortium Ltd. dated September 19, 2006.

EX-10.22 3 exhibit10-22.htm SUBSCRIPTION AGREEMENT DATED SEPTEMBER 19, 2006 EXHIBIT 10.22 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 19, 2006 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) NEVADA 0-51855 N/A (State or other jurisdiction of (Commission File Number) (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2006 [ ] Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBILEMAIL (US) INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-133637 PROSPECTUS June 2, 2006 MOBILEMAIL (US) INC. a Nevada Corporation 10,268,600 SHARES OF COMMON STOCK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-133637 PROSPECTUS June 2, 2006 MOBILEMAIL (US) INC. a Nevada Corporation 10,268,600 SHARES OF COMMON STOCK This prospectus relates to the resale of up to 10,268,600 shares of common stock of MobileMail (US) Inc. that may be offered and sold, from time to time, by the selling

MOBILEMAIL (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Tel: +44(0)20 7031 1185 / Fax: +44(0)20 7031 1199

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobilemail (US) Inc. - Correspondence MOBILEMAIL (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Tel: +44(0)20 7031 1185 / Fax: +44(0)20 7031 1199 May 31, 2006 MAIL STOP 6010 The United States Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, NW Washington, D.C. 20549-6010 Attention: Mr.

File Number: 57432-8

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobilemail (US) Inc. - Correspondence Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117 Vancouver, British Columbia, Canada V6E 4N7 Telephone (604) 689-9111 Facsimile (604) 685-7084 File Number: 57432-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line:

- 2 –

Filed by Automated Filing Services Inc. (604) 609-0244 - Mobilemail (US) Inc. - Response Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117 Vancouver, British Columbia, Canada V6E 4N7 Telephone (604) 689-9111 Facsimile (604) 685-7084 File Number: 57432-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line: (604)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter) NEVADA 7372 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006 [ ] Transition Report Under Sect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51855 MOBILEMAIL (US) INC. (Name

Lang Michener LLP

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Response Letter Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117 Vancouver, British Columbia, Canada V6E 4N7 Telephone (604) 689-9111 Facsimile (604) 685-7084 File Number: 57432-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line

Form of Regulation S Subscription Agreement for Convertible Notes

EXHIBIT 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made effective as of the 28th day of March, 2006. BETWEEN: THE UNDERSIGNED INVESTOR (the "Investor") OF THE FIRST PART AND: MOBILEMAIL (US) INC., a Nevada corporation (the “Corporation") OF THE SECOND PART NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter) NEVADA 7372 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Number) Suite 5.15,

MOBILEMAIL (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England WLD 5EU Tel: +44(0)20 7031 1185 / Fax: +44(0)20 7031 1199

MOBILEMAIL (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England WLD 5EU Tel: +44(0)20 7031 1185 / Fax: +44(0)20 7031 1199 April 17, 2006 MAILSTOP 6010 The United States Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, NW Washington, D.C. 20549-0304 Attention: Mr. Perry Hindin, Dear Sirs/Mesdames: Mobilemail (US) Inc. (the “Company”) Registration Statement

MOBILEMAIL (US) INC. (Formerly Maxtor Holdings Inc.) (A Development Stage Company) INTERIM CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005 and 2004 US FUNDS

EXHIBIT 99.2 MOBILEMAIL (US) INC. (Formerly Maxtor Holdings Inc.) (A Development Stage Company) INTERIM CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005 and 2004 US FUNDS (Unaudited) F-1 Mobilemail (US) Inc. (Formerly Maxtor Holdings Inc.) Statement 1 (A Development Stage Company) Interim Consolidated Balance Sheet US Funds December 31, 2005 September 30, ASSETS (unaudited) (Restated – Note 12)

MOBILEMAIL (US) INC. (Formerly Maxtor Holdings Inc.) (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS September 30, 2005 and 2004 US FUNDS

EX-99.1 3 exhibit99-1.htm AUDITED FINANCIAL STATEMENTS OF MOBILEMAIL (US) INC. EXHIBIT 99.1 MOBILEMAIL (US) INC. (Formerly Maxtor Holdings Inc.) (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS September 30, 2005 and 2004 US FUNDS F-i Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 [email protected] www.staleyokada.com Report of I

MAXTOR HOLDINGS INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS July 31, 2005 US FUNDS

EX-99.3 5 exhibit99-3.htm AUDITED FINANCIAL STATEMENTS OF MAXTOR HOLDINGS INC. EXHIBIT 99.3 MAXTOR HOLDINGS INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS July 31, 2005 US FUNDS F-1 Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 [email protected] www.staleyokada.com Report of Independent Registered Public Accounting Firm To the

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 7, 2006 Date of Report (Date of earliest event reported) MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51855 Not Applicable (State or other jurisdiction of (Commission File (IRS Employer

Letter of Staley Okada & Partners, Chartered Accountants dated April 11, 2006

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 7.1 Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 [email protected] www.staleyokada.com EXHIBIT 7.1 April 11, 2006 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: MobileMail (US) Inc. – Form 8-K Ladies and Gentlemen: We

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-130415 PROSPECTUS March 24, 2006 MOBILEMAIL (US) INC. a Nevada Corporation 10,268,600 SHARES OF COMMON STOCK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-130415 PROSPECTUS March 24, 2006 MOBILEMAIL (US) INC. a Nevada Corporation 10,268,600 SHARES OF COMMON STOCK This prospectus relates to the resale of up to 10,268,600 shares of common stock of MobileMail (US) Inc. that may be offered and sold, from time to time, by the selli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MOBILEMAIL (US) INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MOBILEMAIL (US) INC. (Exact name of registrant as specified in its charter) Nevada N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) Suite 5.15, 130 Shaftesbury Aven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 4 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 4 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter) NEVADA 7372 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 3 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 3 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter) NEVADA 7372 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 2 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 2 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter) NEVADA 7372 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classific

MOBILEMAIL LIMITED Issued under the authority of the Company's Memorandum & Articles of Association and pursuant to resolution of the Directors dated the 8 day of October 2003

EXHIBIT 10.8 MOBILEMAIL LIMITED DEBENTURE Issued under the authority of the Company's Memorandum & Articles of Association and pursuant to resolution of the Directors dated the 8 day of October 2003 THIS DEBENTURE is made BETWEEN (1) MobileMail Ltd of 27 New Bond Street, London W1S 2RH ("the Company”); (2) MobileMail Inc of 306 Victoria House, Victoria, Mahé, Seychelles ("the Debenture Holder") WH

CLOSING AGREEMENT

EXHIBIT 10.16 CLOSING AGREEMENT THIS AGREEMENT made as of the 31st day of August, 2005 (the "Effective Date"), AMONG: MAXTOR HOLDINGS INC., a company incorporated under the laws of State of Nevada and having an address at 7 Echo Lane, Chico, California 95928 U.S.A. ("Purchaser") AND: MOBILEMAIL LIMITED company number 4874858 being a company duly incorporated pursuant to the laws of England and hav

Sales Referral Agreement

EXHIBIT 10.10 Sales Referral Agreement between Equal Mobile Limited And MobileMail Limited Page 1 of 4 0 This Sales Referral Agreement (hereinafter the “Agreement”) is entered into on 19/05/05 by and between Equal Mobile Limited, a company incorporated in England, having its registered office at 27 New Bond Street, London, W1S 2RH (hereinafter “Equal Mobile”); and MobileMail Limited, a company inc

SHARE EXCHANGE AGREEMENT

EXHIBIT 10.5 SHARE EXCHANGE AGREEMENT THIS AGREEMENT made as of the 23rd day of May, 2005 (the "Effective Date"), AMONG: MAXTOR HOLDINGS INC., a company incorporated under the laws of the State of Nevada and having an address at 7 Echo Lane, Chico, California 95928 ("Purchaser") AND: THE SHAREHOLDERS OF THE COMPANY SET OUT IN SCHEDULE “A” (individually a "Vendor" and collectively the "Vendors") AN

Parties to the agreement

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.13 EXHIBIT 10.13 MobileMail Re-seller Agreement Cover Sheet Parties to the agreement Partner: PennyCom Communications MobileMail Limited Address: Stratfield Place 149 Victoria Road Aldershot Hampshire GU11 1JR Suite 5.15, MLS Business Centre, 130 Shaftesbury Avenue, London, W1D 5EU UK 1. Products under the A

REGULATION S SUBSCRIPTION AGREEMENT

EXHIBIT 10.18 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE P

REGULATION S SUBSCRIPTION AGREEMENT

EXHIBIT 10.19 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE P

Sales Referral Agreement

EXHIBIT 10.11 Sales Referral Agreement between Creon Digital UK And MobileMail Limited Page 1 of 4 This Sales Referral Agreement (hereinafter the “Agreement”) is entered into on 19/05/05 by and between Creon Digital UK, a company incorporated in England, having its registered office at 27 New Bond Street, London, W1S 2RH (hereinafter “Creon Digital”); and MobileMail Limited, a company incorporated

SUBSCRIPTION AGREEMENT MAXTOR HOLDINGS INC.

EXHIBIT 10.17 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGI

Parties to the agreement

EXHIBIT 10.14 MobileMail Re-seller Agreement Cover Sheet Parties to the agreement Partner: Telewide Enterprises Ltd. Mobilemail Limited Address: 1305-08 Asia Orient Tower – Town Place, 33 Lockhart Road, Wanchai, Hong Kong Suite 5.15, MLS Business Centre, 130 Shaftesbury Avenue, London, W1D 5EU UK 1. Products under the Agreement (hereinafter the “Product List”) MAILSMS EASYSMS CORPORATESMS ADMINIST

Parties to the agreement

EXHIBIT 10.15 MobileMail Re-seller Agreement Cover Sheet Parties to the agreement Partner: Mira Networks MobileMail Limited Address: 1st Floor North Wing The Workshop 70 7th Ave Parktown North South Africa Suite 5.15, MLS Business Centre, 130 Shaftesbury Avenue, London, W1D 5EU UK 1. Products under the Agreement (hereinafter the “Product List”) MAILSMS CorporateSMS Administrative Interface Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 1 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 1 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter) NEVADA 7372 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classific

APPENDIX THE SERVICES Rent: Use of office space, desk, chair, etc Telephone: Line rental, handset, etc Internet: connection, bandwidth, etc £500 per person £500.00 Legal: Registered office, Company Secretary, Statutory Filing £100 per company £100.00

EXHIBIT 10.9 THIS AGREEMENT is made the 6th September 2004 BETWEEN: (1) Outlander Management Limited registered in England under company number (03836824) whose registered office is at 27 New Bond Street London W1S 2RH (‘OM’); and (2) MobileMail Limited a company registered in England under company number (04874858) whose registered office is at 27 New Bond Street London W1S 2RH (‘Customer’). WHER

/s/ Kjetil Wikestad

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.12 EXHIBIT 10.12 MobileMail Re-seller Agreement Cover Sheet Parties to the agreement Partner: Zeno DA MobileMail Limited Address: Haldens Gate 9,7014, Trondheim, Norway Suite 5.15, MLS Business Centre, 130 Shaftesbury Avenue, London, W1D 5EU UK 1. Products under the Agreement (hereinafter the “Product List”)

TERMINATION AND RELEASE AGREEMENT

Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.7 Exhibit 10.7 THIS TERMINATION AND RELEASE AGREEMENT dated for reference the 30th day of November, 2005, AMONG: HBI SALES PRIVATE LIMITED, a Licensor registered in Asia and having an address at 204A Mittal Towers, 6 M.G. Road, Bangalore 560 001, India (the “First Licensor”); ZACAN HOLDINGS PROPRIETARY LIMIT

4 THE SCHEDULE

EXHIBIT 10.2 THIS AGREEMENT is made the 26th day of July 2004 B E T W E E N :- 1) The Company specified in the Schedule hereto ("the Company") and 2) The person specified in the Schedule hereto ("the Officer") 3) The Owner specified in the Schedule hereto (“the Owner”) W H E R E A S :- (A) The Company carries on the business shown in the Schedule hereto ("the Business") from the premises shown in

SECTION 1. CAPITAL STOCK

EXHIBIT 3.1 DEAN HELLER Entity # Secretary of State E0175492005-6 206 North Carson Street Document Number: Carson City, Nevada 89701-4299 20050099441-24 (775) 684 5708 Date Filed: Website: secretaryofstate.biz 4/1/2005 4:30:53 PM IN THE OFFICE OF "Dean Heller" Dean Heller Secretary Of State Articles of Incorporation (PURSUANT TO NRS 78) Important: Read attached instructions before completing form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOBILEMAIL (US) INC. (Exact name of registrant as specified in charter) NEVADA 7372 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Number) Suite 5.15,

DATED 30 March 2004 HBI SALES PRIVATE LIMITED ZACAN HOLDINGS PROPRIETARY LIMITED ICT/EUROPETEC LIMITED MIR TECHNOLOGIES LLC - and - MOBILEMAIL LIMITED AGENCY EXPLOITATION AGREEMENT for the commercial exploitation of the MobileMail Technology

EXHIBIT 10.1 DATED 30 March 2004 HBI SALES PRIVATE LIMITED (1) ZACAN HOLDINGS PROPRIETARY LIMITED (2) ICT/EUROPETEC LIMITED (3) MIR TECHNOLOGIES LLC (4) - and - MOBILEMAIL LIMITED (5) AGENCY EXPLOITATION AGREEMENT for the commercial exploitation of the MobileMail Technology THIS AGENCY AGREEMENT is made the 30th day of March 2004 B E T W E E N : (1) HBI SALES PRIVATE LIMITED a company registered i

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

EXHIBIT 3.2 Entity # DEAN HELLER E0175492005-6 Secretary of State Document Number: 204 North Carson Street, Suite 1 20050099441-24 Carson City, Nevada 89701-4299 Date Filed: (775) 684 5708 10/19/2005 11:44:08 AM Website: secretaryofstate.biz In the office of "Dean Heller" Dean Heller Secretary Of State Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) Important: Read attached instructio

ASSET PURCHASE AGREEMENT

EXHIBIT 10.6 ASSET PURCHASE AGREEMENT THIS AGREEMENT (together with the schedules attached hereto, this “Agreement”) dated as of November 1, 2005. BETWEEN: MOBILEMAIL (US) INC. a company incorporated under the laws of State of Nevada and having a registered address at 502 East John Street, Carson City, Nevada 89706 (herein called the “Buyer”) AND: MOBILEMAIL INC. a company incorporated in the Repu

DEBT SETTLEMENT AGREEMENT

EXHIBIT 10.4 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is dated for reference May 9th, 2005 BETWEEN: MOBILEMAIL LIMITED with company number 4874858 being a company duly incorporated pursuant to the laws of England and having an office at Suite 5.15 , 130 Shaftesbury Avenue, London, England W1D 5EU (the “Company”) AND: MOBILEMAIL INC. a company duly incorporated pursuant to the laws of Seychelles an

LOAN AGREEMENT

EXHIBIT 10.3 LOAN AGREEMENT THIS AGREEMENT is made the 08th day of October 2003 BETWEEN: (1) MobileMail Ltd of 27 New Bond Street, London W1S 2RH ("the Borrower"); (2) MobileMail Inc of 306 Victoria House, Victoria, Mahé, Seychelles ("the Lender") Whereby it is agreed that the Lender will make available to the Borrower a Loan Facility ("the Facility") in the sum of £150,000.00 (One hundred and fif

SHARE EXCHANGE AGREEMENT

EXHIBIT 10.5 SHARE EXCHANGE AGREEMENT THIS AGREEMENT made as of the 23rd day of May, 2005 (the "Effective Date"), AMONG: MAXTOR HOLDINGS INC., a company incorporated under the laws of the State of Nevada and having an address at 7 Echo Lane, Chico, California 95928 ("Purchaser") AND: THE SHAREHOLDERS OF THE COMPANY SET OUT IN SCHEDULE “A” (individually a "Vendor" and collectively the "Vendors") AN

BYLAWS MAXTOR HOLDINGS INC. (A NEVADA CORPORATION) ARTICLE I

EXHIBIT 3.3 BYLAWS OF MAXTOR HOLDINGS INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of MAXTOR HOLDINGS INC. (the “Corporation”) in the State of Nevada shall be in the City of Las Vegas, State of Nevada. Section 2. Other Offices. The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed by