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

Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

MOBILIS RELOCATION SERVICES INC.
(Name of small business issuer in its charter)

 

 

 

 

 

Nevada

 

6531

 

Applied For

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)


527 15 th Avenue SW, Suite 410, Calgary, Alberta, T2R 1R5, Canada
(403) 680-8994

(Address and telephone number of principal executive offices)

527 15 th Avenue SW, Suite 410, Calgary, Alberta, T2R 1R5, Canada
(Address of principal place of business or intended place of business)

Nevada Agency and Trust Company
50 West Liberty Street, Suite 880, Reno, Nevada 89501
(775) 322-0626

(Name, address and telephone number of agent for service)

With copies to:
THE O’NEAL LAW FIRM, P.C.
14835 E. Shea Boulevard
Suite 103 PMB 494
Fountain Hills, Arizona 85268
Tel: (480) 812-5058
Fax: (888) 353-8842

Approximate date of commencement of proposed sale to public:
As soon as practical after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.      x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities At registration statement number of the earlier effective registration statement for the same offering.      ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      ¨

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨      Accelerated Filer ¨      Non-accelerated filer ¨      Smaller Reporting Company x




 

CALCULATION OF REGISTRATION FEE

TITLE OF EACH
CLASS OF
SECURITIES
TO BE REGISTERED

AMOUNT TO BE
REGISTERED

PROPOSED
MAXIMUM
OFFERING
PRICE PER
SHARE (1)

PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE (1)

AMOUNT OF
REGISTRATION
FEE (1)

Common Stock

1,900,000 shares

$0.02

$38,000

$1.50

(1)  
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE RERGISTRATION SHALL BECOME EFFECTIVE ON SUCH A DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE. 




















 

SUBJECT TO COMPLETION, Dated June 13, 2008

PROSPECTUS
MOBILIS RELOCATION SERVICES, INC.
1,900,000 SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering the 1,900,000 shares of our common stock offered through this prospectus. The 1,900,000 shares offered by the selling shareholders represent 55.88% of the total outstanding shares as of the date of this prospectus. We will not receive any proceeds from this offering.  We have set an offering price for these securities of $0.02 per share of our common stock offered through this prospectus. 

  

Offering Price

Underwriting
Discounts and
Commissions

Proceeds to Selling
Shareholders

Per Share

$0.02

None

$0.02

Total

$38,000

None

$38,000


Our common stock is presently not traded on any market or securities exchange.  The sales price to the public is fixed at 0.02 per share until such time as the shares of our common stock are traded on the NASD Over-The-Counter Bulletin Board electronic quotation service.  Although we intend to apply for trading of our common stock on the NASD Over-The-Counter Bulletin Board electronic quotation service, public trading of our common stock may never materialize.  If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board electronic quotation service, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The purchase of the securities offered through this prospectus involves a high degree of risk.  See section of this Prospectus entitled “Risk Factors.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is: June 13, 2008






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Table of Contents

Page
Summary
3
Risk Factors
4
Forward-Looking Statements
8
Use of Proceeds
8
Determination of Offering Price
8
Dilution
9
Selling Shareholders
9
Plan of Distribution
10
Description of Securities
11
Interest of Named Experts and Counsel
13
Description of Business
13
Legal Proceedings
25
Market for Common Equity and Related Stockholder Matters
25
Financial Statements
28
Plan of Operations
37
Changes in and Disagreements with Accountants
38
Directors, Executive Officers, Promoters and Control Persons
38
Executive Compensation
39
Security Ownership of Certain Beneficial Owners and Management
41
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
42
Certain Relationships and Related Transactions
42
Available Information
42
Dealer Prospectus Delivery Obligation
43
Other Expenses of Issuance and Distribution
44
Indemnification of Directors and Officers
44
Recent Sales of Unregistered Securities
45
Table of Exhibits
46
Undertakings
46
Signatures
48









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Summary

As used in this prospectus, unless the context otherwise requires, “we”, “us”, “our” “ Mobilis Relocation Services”, “Mobilis Relocation” or “Mobilis” refers to Mobilis Relocation Services, Inc.  All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated.  The following summary is not complete and does not contain all of the information that may be important to you.  You should read the entire prospectus before making an investment decision to purchase our common shares. 

Mobilis Relocation Services, Inc.

Mobilis Relocation Services, Inc. was incorporated in the State of Nevada as a development stage company with a mission of becoming a leading resource for an individual or family’s relocation / moving needs.  It aims to offer a high value service that combines a vast array of current information, contacts, links and other information regarding all aspects of a move, at a low cost.  It will initially begin by offering a purely online presence, which will fill a gap in the current marketplace. We are still in our development stage and plan on commencing business operations in early 2009.

We have not earned any revenues to date. We do not anticipate earning revenues until such time as we have completed our website and are able to accept business. As of March 31, 2008, we had $49,964 cash on hand and $1,441 liabilities. Accordingly our working capital position as of March 31, 2008 was $48,523. Since our inception through March 31, 2008, we have incurred a net loss of $4,477. We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business.

Our fiscal year ended is March 31.

We were incorporated on November 19, 2007 under the laws of the State of Nevada. Our principal offices are located at Suite 410 – 527 15 th Avenue SW, Calgary, Alberta, Canada. Our telephone number is (403) 680-8994.

The Offering

Securities Being Offered Up to 1,900,000 shares of our common stock.
  
Offering Price The offering price of the common stock is $0.02 per share. We intend to apply to the NASD Over-the-Counter Bulletin Board electronic quotation service to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.  If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transaction negotiated by the selling shareholders.  The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.


3


 
Minimum Number of Shares
To Be Sold in This Offering
None
  
Securities Issued and to be Issued 3,400,000 shares of our common stock are issued and outstanding as of the date of this prospectus.  All of the common stock to be sold under this prospectus will be sold by existing shareholders and thus there will be no increase in our issued and outstanding shares as a result of this offering.  The issuance to the selling shareholders was exempt due to the provisions of Regulation S.
  
Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Summary Financial Information

Balance Sheet Data March 31, 2008 (audited)
Cash $  49,964
Total Current Assets $  49,964
Liabilities $    1,441
Total Stockholder’s Equity $  48,523
  
Statement of Loss and Deficit From Inception (November 19, 2007) to
March 31, 2008 (audited)
Revenue $ -
Net Loss for the Period $ 4,477

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related To Our Financial Condition and Business Model

If we do not obtain additional financing, we will not be able to conduct our business operations to the extent that we become profitable

Our current operating funds will cover the initial stages of our business plan; however, we currently do not have any operations and we have no income. Because of this and the fact that we will incur significant legal and accounting costs necessary to maintain a public corporation, we will require additional financing to complete our development activities. We currently do not have any

4


 
arrangements for financing and we may not be able to obtain financing when required.  We believe the only source of funds that would be realistic is through a loan from our president and the sale of equity capital.

Our Independent Auditor has indicated that he has substantial doubt about our ability to continue as a going concern, if true, you could lose your investment

John Kinross-Kennedy, C.P.A., our independent auditor, has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact.  We have incurred a net loss of $4,477 for the period from November 19, 2007 (inception) to March 31, 2008 and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our website. These factors raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with this prospectus have been prepared assuming that we will continue as a going concern. Our auditor has made reference to the substantial doubt as to our ability to continue as a going concern in his audit report on our audited financial statements for the year ended March 31, 2008. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability

Prior to completion of our development stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business development, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

Because our president has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail

Because we are in the development stage of our business, Mr. Zenith will not be spending a significant amount of time on our business. Mr. Zenith expects to expend approximately 15 hours per week on our business. Competing demands on Mr. Zenith's time may lead to a divergence between his interests and the interests of other shareholders. Mr. Zenith is the founder of a real estate investment management company where he focuses the majority of his time, and none of the work he will be undertaking will directly compete with Mobilis Relocation Services Inc.


5


 
Because our president owns approximately 44% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. Zenith are inconsistent with the best interests of other stockholders

Mr. Zennith is our president and sole director. He owns approximately 44% of the outstanding shares of our common stock as of the date of this prospectus. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of its assets, the interests of Mr. Zenith may still differ from the interests of other stockholders. Mr. Zenith owns 1,500,000 common shares for which he paid $0.01 per share.

Because our President and sole director is a Canadian Resident, difficulty may arise in attempting to effect service or process on him in Canada

Because Mr. Zenith our sole director and officer, is a Canadian resident, difficulty may arise in attempting to effect service or process on him in Canada or in enforcing a judgment against Mobilis Relocation Services, Inc.’s assets located outside of the United States.

The success of our business depends on the continued use and growth of the Internet as a commerce platform

The existence and growth of our service depends on the continued acceptance of the Internet as a commerce platform for individuals and enterprises. The internet could possibly lose its viability as a tool to pay for online services by the adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service.  The acceptance and performance of the Internet has been harmed by “viruses,” “worms,” and “spy-ware”.  If for some reason the Internet was no longer widely accepted as a tool to pay for online services, the demand for our service would be significantly reduced, which would harm or cause our business to fail.

Because we will rely on a third-party for hosting and maintenance of our website, mismanagement or service interruptions could significantly harm our business

Our website will be hosted and maintained by a third party hosting service.  Any mismanagement, service interruptions, or damage to the data of our company or our customers, could result in the loss of customers, or other harm to our business.

Because we face significant competition our business may fail

Many of our competitors have long operating histories, greater financial, technical, and marketing resources.  Because we face significant competition from other companies offering similar services, the current and possible increase in competition may result in price reductions, reduced gross margins, and could have a material adverse effect on our business, financial condition, and results of operations.

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Evolving regulation of the Internet may adversely affect us

As Internet commerce continues to evolve there may be increased regulation by federal, state and/or foreign agencies.  Any new regulations which restrict our business could harm or cause our business to fail. 

Risks Related To This Offering

If a market for our common stock does not develop, shareholders may be unable to sell their shares

There is currently no market for our common stock and a market may never develop. We currently plan to apply for listing of our common stock on the Over-the-Counter Bulletin Board electronic quotation service upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the Over-the-Counter Bulletin Board electronic quotation service or, if traded, a public market may never materialize. If our common stock is not traded on the Over-the-Counter Bulletin Board electronic quotation service or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

If a market for our common stock develops, our stock price may be volatile

If a market for our common stock develops, we anticipate that the market price of our common stock will be subject to wide fluctuations in response to several factors, including:

Further, if our common stock is traded on the Over-the-Counter Bulletin Board electronic quotation service, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations may adversely affect the market price of our common stock.

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline

The selling shareholders are offering 1,900,000 shares of our common stock through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.


7


 
Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock

The shares offered by this prospectus constitute a penny stock under the Securities and Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. Penny stocks generally are equity securities with a price of less than $5.00.  Broker/dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission.  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker/dealer must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules: the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of price fluctuations in the price of the stock and may reduce the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, investors in this offering may find it difficult to sell their securities, if at all.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  The actual results could differ materially from our forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The $0.02 per share offering price of our common stock was determined arbitrarily by us. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply to the Over-the-Counter Bulletin Board electronic quotation service for the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934 (the “Exchange Act”). If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders named in this prospectus.


8


 

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 1,900,000 shares of common stock offered through this prospectus. The selling shareholders acquired the 1,900,000 shares of common stock offered through this prospectus from us at a price of $0.02 per share in an offering that was exempt from registration under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) and completed on March 31, 2008. We will file with the Securities and Exchange Commission prospectus supplements to specify the names of any successors to the selling shareholders specified in this registration statement who are able to use the prospectus included in this registration statement to resell the shares registered by this registration statement.

The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1.

the number of shares owned by each prior to this offering;

2.

the total number of shares that are to be offered by each;

3.

the total number of shares that will be owned by each upon completion of the offering;

4.

the percentage owned by each upon completion of the offering; and

5.

the identity of the beneficial holder of any entity that owns the shares.


Name Of Selling Stockholder

Shares
Owned
Prior
to this
Offering

Total
Number of
Shares to Be
Offered for
Selling
Shareholder
Account

Total Shares
to be
Owned
Upon
Completion
of this
Offering

Percent
Owned
Upon
Completion
of this
Offering

Brandon Antonini

150,000

150,000

Nil

Nil

Amber Beierle

25,000

25,000

Nil

Nil

Michael Boyd

50,000

50,000

Nil

Nil

Beverly Brezer

50,000

50,000

Nil

Nil

Wade Butler

50,000

50,000

Nil

Nil

Christopher Cameron

50,000

50,000

Nil

Nil

Curtis Cameron

50,000

50,000

Nil

Nil

Floyd Campbell

150,000

150,000

Nil

Nil

Simon Davies

75,000

75,000

Nil

Nil

Sam Feldman

50,000

50,000

Nil

Nil

Catherine Gauthier

50,000

50,000

Nil

Nil

Cecil Horwitz

150,000

150,000

Nil

Nil



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Ken Howard

75,000

75,000

Nil

Nil

Michael Kordos

150,000

150,000

Nil

Nil

Cory Krygier

50,000

50,000

Nil

Nil

Jeremy Lee

50,000

50,000

Nil

Nil

Craig Lister

50,000

50,000

Nil

Nil

Josie Lorgna - Mosqueda

25,000

25,000

Nil

Nil

Jonathan Macalino

150,000

150,000

Nil

Nil

Matthew MacDonald

25,000

25,000

Nil

Nil

Philip Mosqueda

25,000

25,000

Nil

Nil

Ralph Platz

75,000

75,000

Nil

Nil

Benjamin Prosser

25,000

25,000

Nil

Nil

Jacob Prosser

25,000

25,000

Nil

Nil

Alyssa Rabin

50,000

50,000

Nil

Nil

Stacy Shaikin

50,000

50,000

Nil

Nil

Craig Steinberg

50,000

50,000

Nil

Nil

Daniel Weiner

50,000

50,000

Nil

Nil

Drew Zenith

75,000

75,000

Nil

Nil

Total 

1,900,000

1,900,000

Nil

Nil


The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

Other than Drew Zenith, the cousin of Zacharey Zenith our President, sole officer and director, none of the selling shareholders:

(1)  
has had a material relationship with us other than as a shareholder at any time within the past three years; or
  
(2)  
has ever been one of our officers or directors.

Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1.

On such public markets as the common stock may from time to time be trading;

2.

In privately negotiated transactions;

3.

Through the writing of options on the common stock;

4.

In short sales; or

5.

In any combination of these methods of distribution.


The sales price to the public is fixed at $0.02 per share until such time as the shares of our common stock are traded on the Over-the-Counter Bulletin Board electronic quotation service. Although we intend to apply for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation service, public trading of our common stock may never materialize. If our common stock


10


 
becomes traded on the Over-the-Counter Bulletin Board electronic quotation service, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

1.

The market price of our common stock prevailing at the time of sale;

2.

A price related to such prevailing market price of our common stock; or

3.

Such other price as the selling shareholders determine from time to time.


The shares may also be sold in compliance with the Securities and Exchange Commission’s rule 144.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders named in this prospectus.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. The selling shareholders and any broker-dealers who execute sales for the selling shareholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1. 

Not engage in any stabilization activities in connection with our common stock;

  

2. 

Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

  

3. 

Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.


Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock, with a par value of $0.001 per share. As of June 13, 2008, there were 3,400,000 shares of our common stock issued and outstanding held by thirty (30) stockholders of record. There are no preferred shares authorized or issued.


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Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy.  Holders of our common stock representing thirty three and one-third percent (33 1/3%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any dividends in the foreseeable future.

Pre-emptive Rights

Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.


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Nevada Anti-Takeover laws

Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation.  Because of these conditions, the statute does not apply to our company.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

John Kinross-Kennedy, C.P.A., our accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in his audit report. John Kinross-Kennedy, C.P.A. has presented his report with respect to our audited financial statements. The report of John Kinross-Kennedy, C.P.A. on the financial statements herein includes an explanatory paragraph that states that we have not generated revenues and have an accumulated deficit since inception which raises substantial doubt about our ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The O’Neal Law Firm, P.C., our independent legal counsel, has provided an opinion on the validity of our common stock.

Description of Business

In General

Mobilis Relocation Services Inc. (“Mobilis” or the “Company”) was incorporated in Nevada on November 19, 2007, with a mission of becoming a leading resource for an individual or family’s relocation / moving needs.  It aims to offer a high value service – a tailored and complete relocation report that combines a vast array of current information, contacts, links and other information regarding all aspects of a move, at a low cost.  It will initially begin by offering a purely online presence, and will fill a gap in the market for the following reasons.


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♦  
“Traditional” relocation specialists invariably involve a labor intensive process, whereby individuals provide a personalized service which tends to be either high cost or bundled with other high cost services.
  
♦  
Simple books and guides on relocating normally do not offer detailed, current, or the most relevant information tailored to an individual’s particular circumstances.
  
♦  
Current online offerings are invariably aligned with or are simple extensions of one or more service providers (i.e. owned by a moving or real estate company) and are geared toward steering consumers to purchase particular services (i.e. “call for a quote” or fill in a form and someone will call you).

The basic problem is that high value services are costly and today’s online offerings are really just simple conduits for other services.  It is the goal of Mobilis to combine the best features of the above approaches and provide consumers with a best of breed solution – not only with the most information, but also with highly detailed and relevant information.  Because the process will be automated and online, this can be provided at a fraction of the cost of current high value offerings.

This service will appeal to consumers for several reasons:

♦  
It will offer consumers the ability to specify in detail exactly what kind of information they need.
  
♦  
The site will tell them exactly what information is available concerning all the areas they want information on.  There will be no guesswork – for example how many moving contacts there are in the database of the relevant area(s), whether there is detailed information concerning costing options, what types of merchant “coupons” are available in the package, what type of information is available on the new area (i.e. housing market studies, etc.).
  
♦  
Fees charged, although low, will be tailored toward the value of the package (i.e. for packages with more information, Mobilis may have higher prices).

The critical difference between Mobilis and virtually every other service available in the marketplace today will be that Mobilis will be providing objective, detailed, relevant information whereas other providers are an attempt to sell particular moving service(s). 

Revenues will be derived from several sources:

♦  
Fees to consumers,
    
♦  
Advertising from relevant, reputable businesses – management of Mobilis believes that there are virtually limitless possibilities in this area due to the vast number of businesses and services that may be involved in a relocation (i.e. real estate related, retail stores, moving & storage / truck rental, accommodation, cleaning / packing, renovation / repair, professional services, etc.).

The roll out plan for Mobilis is anticipated to be as follows:

♦  
Design the website using state of the art graphics, techniques, and e-commerce software,


14


 
♦  
Initially focus on a limited number of selected geographic locations (i.e. major demographic areas) and begin to assemble the needed information so as to populate the website with a critical mass of valuable information,
  
♦  
Focus initial marketing techniques on these initial areas, and
  
♦  
Begin to build out the website to include more and more areas so as to populate the site with a critical mass of information on each market area.

Depending on funding and / or revenues realized, Mobilis may hire one or more additional staff with which to conduct one of more of the following activities:

♦  
More rapidly build out the site to include more relevant “areas”,
  
♦  
Begin to provide some personal assistance for those willing to pay, and

Begin to place focus on new target markets (i.e. working with businesses and their corporate employee relocations – where the business is the customer and pays for the move rather than the individual customer).

The Industry

Traditional Moving & Storage Industry

The US moving and household storage industry consists of 8,000 companies with about $13 billion in combined annual revenue. Large companies include UniGroup (owner of United and Mayflower), SIRVA (Allied and North American), Atlas, and Bekins. Despite recent consolidation, the industry is largely fragmented; with the 50 largest companies holding only about 45% of the market.

Home sales, residential rental turnover, and corporate relocations drive demand for moving and storage services.  The profitability of individual companies depends on good marketing, as services are largely the same. Small companies can compete with large ones by offering competitive prices and better service for local moves. Large companies have economies of scale in being able to consolidate loads on long hauls.  The industry is fairly labor-intensive; with average annual revenue per employee being about $120,000.

Companies in this industry move household and office goods, and specialty items like pianos and trade show exhibits, either locally or interstate.  Moving companies also provide long- and short-term storage for the items that they move. About 45% of industry revenue comes from long-distance moving.  Most of the companies in this industry are privately owned.

The industry is divided into three tiers. The top tier includes long-distance moves handled by a dozen large van lines such as North American, Allied, Atlas, United, Mayflower, Bekins, and Wheaton, which each have annual revenues of $500 million to $1 billion.  Other tiers include shorter interstate moves and local moves.


15


 
The “do-it-yourself” moving (i.e. truck rental) and storage industry is also very large, highly competitive, and includes a number of significant national, regional and local competitors.  Competition is generally based on convenience of rental locations, availability of quality rental moving equipment, breadth of essential services and price.  Uhaul (a subsidiary of Amerco Inc. – UHAL – Nasdaq) is the largest competitor, with other major players including AvisBudget Group and Penske Truck Leasing.  UHaul claims to have 1,450 Company operated retail moving centers and approximately 14,500 independent U-Haul dealers.  Its rental fleet consisted of approximately 100,000 trucks, 78,500 trailers and 31,100 towing devices.  For the year ended March, 2007, revenue in the “self-moving equipment rentals” segment totaled nearly $1.5 billion for UHaul. 

Relocation Services

To cater to this very large market, “relocation services” have emerged to fill many needs associated with moving.  A relocation service typically directs and manages the process of relocation, and can include many types of activities, from all aspects of the physical move to finding a new house and temporary accommodation, finding a school for children (education), finding a job for the partner (work), arranging a teacher for the family (language teaching), and arranging necessary documents (visa, long-term stay permissions). 

As stated in an informational article found at http://articles.directorym.com/Relocation_Services_Bellingham_WA-r131-Bellingham_WA.html  “A ‘Relocation Services professional’ may be employed in one of several related fields: Corporate human resources, household goods movers (HHG), mobility counselors and consultants, international assignment (expatriate) professionals, and a range of concerned practitioners who are involved in workforce mobility.” 

Given the breadth of services associated with moving, it is not surprising that there are many different types of “relocation” services available.  A simple search on yellowpages.com for “relocation” in “Seattle” gave the following results:



Of the 17 “relocation service” listings, most are affiliated, either directly or indirectly, with moving companies.  A few are geared toward working large corporate customers.  One of the ostensibly “pure” relocation services is geared heavily toward providing real estate services. 


16


 
This result is fairly representative.  A Google search for “relocation services Seattle” turned up the following result.



Again, this is somewhat of a scattered mix of results (companies).  Clicking on the companies under “local business results” gives a simple address / telephone number listing, along with other ads.  These results obtained with this particular search are heavily geared toward moving companies, with the others being either linked or directly tied to real estate related companies.  Names such as “Ace Relocation Systems” and “Windermere Relocation” (misspelled on the site), while providing legitimate relocation services, are in reality extensions of other entities (i.e. Ace is an agent for Atlans Van Lines and heavily oriented towards providing moving services). 


17


 



While appearing to be a “relocation service”, navigating the Ace website essentially brings the reader to a moving estimate form, shown below.



18


 
Extensive research by Mobilis indicates that the results obtained with this particular search is very typical. 

Online relocation service offerings that ostensibly appear to offer relocation services usually provide some form of basic information concerning relocating, but key services such as moving, real estate, and other services also become part of a “get a quote” system – whereby one submits information and receives a call back.  One good example of this is Canadian Relocation Systems, which claims to be “the Online Guide for people Relocating or Moving in Canada” (http://relocatecanada.com/).  However, with the more important services, readers are simply presented with quote forms such as the “Easy Move” form shown below.  Other forms on that particular website include “Easy Realtor”, “Easy Storage”, etc.  The site, in the end, is really a simple conduit to various service providers. 



In the case of Windermere Relocation (found in the Seattle search),

Founded in 1984, we have continually sought to develop the advantages of merging real estate and relocation services. Our experienced team of Personal Relocation Counselors… ”  and “ one of the most respected and fastest-growing relocation companies in the industry. Our services are backed by an extensive network of more than 8,600 qualified Windermere real estate brokers and associates .”  “ We can provide coordination and support for your move in many areas, including:

  • Relocation counseling
  • Local destination information including
  • schools
  • community
  • cost of living comparisons
  • and more!
  • Nationwide home sale assistance
  • Home search at destination.”


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Under the “ Moving Yourself ” banner, the link to “more information” does not function (it would seem clear that personal counselors are still involved). 

From the point of view of the development of the Mobilis business strategy, it is important to distinguish between attempting to provide meaningful, complete and independent information regarding moving / relocating versus an attempt to provide a service in a direct fashion.  This is where the “relocation” industry seems to be – virtually all sites appear oriented toward some form of service provision rather than an effort to enable consumers.  While it difficult to generalize using a limited number of examples, extensive research by Mobilis has concluded that:

♦  
“Relocation” means different things to different people and the industry is very highly fragmented,
  
♦  
“Relocation” services are, by and large, geared toward selling other related products and services (i.e. as an extension of other “core” services such as real estate or moving).
  
♦  
Personalized services, where available, are provided by (expensive) relocation counselors.

Other resources under the banner of “relocation” may include offerings such as guides or specialty services (i.e. temporary or furnished accommodation, employment / immigration services). 

The Mobilis Relocation Service

Creating a New Best of Breed Offering

Mobilis is geared toward providing a service that capitalizes on the fragmented, conflict-ridden offerings currently in the marketplace.  In particular, the Mobilis service will be one that:

♦  
Can be trusted,
  
♦  
Can provide consumers with a vast amount of relevant information,
  
♦  
Constantly strives to offer consumers additional value-added services and options,
  
♦  
Provides all of the above but at low cost.

Mobilis intends to accomplish these goals through employing the following approach:

♦  
Inform people as to exactly what its service offers and what it does not provide – right from the outset when the website is introduced to the consumer (i.e. “About Us” / “Home Page”) and also before anything is paid for the service (i.e. details concerning what is available on the site and what they can expected to receive when they pay for a relocation report).  It will not force consumers to go through any form of call backs from sales people or other forms of extensive interview sessions that basically direct them to particular service offerings.
  
♦  
Offer consumers a highly detailed search form which enable them to specify precisely what type of information they are interested in receiving.
  
♦  
Research particular demographic areas in order to assemble the most information possible in virtually all relevant areas.  For example, with they key “moving” area (i.e. moving companies), Mobilis will attempt to offer consumers several options and provide details on


20


 
each.  The report may provide, for example, an extensive amount of detail that have been researched by Mobilis concerning costing options, ancillary services, etc. – basically how the mover operates – the customer can then make an informed decision regarding who they are interested in following up with.
  
♦  
Attempt to offer consumers ways of saving money through the use of the Mobilis service (i.e. coupons  and other special offers).
  
♦  
Automate the process of interacting with consumers, providing the service online, at a low cost.

The basic theme is to provide the highest value service (i.e. tailored, valuable content) in an automated online service at a low cost that can be trusted in today’s fragmented marketplace.

Benefits to the Consumer

There are many benefits that Mobilis will offer to consumers versus current offerings:
  • Consumers will not be tied to one particular service (i.e. forced to purchase the moving or real estate service of the relocation service provider). 
  • Consumers will not be contacted (or upsold) by aggressive service companies being “pushed” on them by many other relocation sites (i.e. request a quote). 
  • Simple, straightforward, easily navigated website.
  • Easily understood consumer report.
  • More control over the process – rather than simply following the recommendations of one particular consultant, consumers will be given options – along with information concerning these options – with which to make an informed and confident decision (along with conducting any follow up research they may desire).
  • Less time consuming.
  • Money saving coupons and special offers.
  • Low cost.
  • In the future, an option of accessing a hand-on relocation counselor.

The basic underlying theory is that many consumers do not necessarily want to be pigeon-holed into particular service offerings by today’s relocation specialists – many simply desire a source of objective and extensive information.

Examples of Content

There are many elements involved in a major individual or family relocation and Mobilis intends to provide information of as many of these elements as possible.  Summarized below are some representative areas.

Element

Company / Management Function

The “Area”

  • Links to maps & guides.
  • Online city / regional portals.


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  • Chambers of commerce.
  • Arrival services.
  • Schools.
  • General retail services.
  • Employment services.

Real Estate

  • Housing market studies.
  • Real estate companies (i.e. agents).
  • Building trades (plumbing, electrical, renovation services).
  • Insurance.
  • Home & pest inspection.
  • Security services.
  • Retail (furniture, plants, appliances, flooring) – coupons & special offers .

Moving

  • Movers / truck rental.
  • Packing.
  • Cleaning / maid services.
  • Storage.
  • Vehicle moving (i.e. motorcycle, ATV, principal vehicles, etc.).
  • Removal.
  • Coupons & special offers.

Accommodation

  • Long term rental services.
  • Furnished rental sites.
  • Hotel / motel.
  • Coupons & special offers.

General
Information

  • Relocation checklist.
  • Moving planner.
  • Companies / organizations to be notified.
  • Change of service (telephone, utilities, etc.).
  • “Trailing spouse”.
  • Packing tips.
  • Overlooked items.

Revenue Sources

Management of Mobilis believes that – in terms of online offerings – the relocation business offers a multitude of revenue opportunities, including:

  • Advertising in virtually every category mentioned above, including “Real Estate”, “Moving”, “Accommodation”, as well as variety of retail services.  Advertising potential is considered to be very high. 

  • Fees paid by consumers for reports. 

  • Personal consulting, over time as the website and Mobilis operations and funding can support its introduction.




22


 
Marketing

Establishing a Combination of Trust & Content

Management believes that the key competitive advantage of Mobilis will lie in its ability to establish trust while at the same time proving extensive, objective, and meaningful content.  The site will be marketed in a manner which convinces consumers that it is not geared to simply selling them a service, but rather that they have an opportunity to purchase a complete package of information, all contained in an easily readable report, at a very reasonable price.  In order to accomplish this there are several design features that must be included.
  • Welcome / Home Page will be geared to getting this fundamental message through to consumers from the onset. 
  • Background information. Mobilis intends to have the most general, background material available to the consumer.  It will be the mission of Mobilis that virtually no other site will have more of this information available online than the Mobilis site.  What the site will not offer freely is information that is tailored to their particular move.  While navigating the site, attempts will be made to reinforce the message that valuable information specific to their move is available upon filling out a detailed questionnaire and for a small fee.
  • Questionnaire page. The objective of the website will be to direct consumers to the questionnaire page, at which time they will be given the opportunity to fill out many types of information relevant to their move.  Whereas other sites appear to offer this type of service, as noted this is little more than a quote service and the information requested is not really much more than getting contact information from the consumer and where they are moving from and to. The objective of the questionnaire page(s) will be to obtain the same type of detailed information regarding the move as a actual relocation consultant would need to have in order to begin giving advice concerning the move.
  • Results page. Upon submission of the form, the site will then inform the consumer the extent of and what types of information is available in a report.  This will allow the consumer to assess the value proposition being offered.  The principal reason for this is the belief that if the consumer is unsure of what is being purchased they will be more inclined to refuse the service and leave the website.

Marketing Details

The principal target market for Mobilis will be consumers and their families intending to engage in a major relocation.  Although it is envisioned that this will normally be from one city to another, the service can also apply to those remaining in the same locale.  It will be important to conduct a two-pronged approach to marketing - (1) to drive consumers / customers to the website, and (2) to establish relationships with service providers / vendors / advertisers. 

To drive consumers to the website:

  • Mobilis will develop its branded internet web-site, initially focused on one or more major metropolitan areas.  To date, Mobilis has reserved its domain name. 


23


 
  • Instituting a wide range of state of the art “search” strategies (i.e. keyword-based advertising, and major search engines).
  • Use of Web directories.  If “paid for” internet advertising is advisable, Mobilis will assess its cost-benefit for each market area being entered / researched.
  • Depending on funding and cost, use of online shopping directories.  Most of the major search engines and Web directories have shopping areas on their Web sites that showcase selected merchants and that list hundreds of merchants by product category.  It has been shown that many Internet users use one of these shopping directories when looking for online merchants to buy from, and that it can be a good way to obtain exposure for a service offering.
  • Pursuing a variety of public relations activities, including media articles.

 To establish relationships with service providers:

  • Mobilis will develop extensive lists of vendors.
  • In addition to indirectly gathering information on vendors, Mobilis will conduct email and other direct marketing campaigns to them.
  • Vendors will be given the opportunity to provide additional detailed and relevant information concerning their services as well as provide a coupon / discount to Mobilis customers.  Selected vendors will be given the opportunity to advertise on the website. 
  • Pursuing a range of co-marketing and other arrangements with local providers of services having a weak or non-existent web presence. 
  • With partner sites, Mobilis intends to set up cross links to increase traffic and enhance search engine positioning.

Depending on funding, Mobilis may engage a competent Internet marketing individual / firm to assist with these efforts.

Employees

We have no employees as of the date of this prospectus other than our president. We conduct our business largely through the outsourcing of experts in each particular area of our business.

Research and Development Expenditures

We have not incurred any material research or development expenditures since our incorporation. 

Subsidiaries

We do not currently have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.


24


 
Office Property

We maintain our executive office at 527 15 th Avenue SW, Suite 410, Calgary, Alberta, Canada, T2R 1R5. This office space is being provided to the company free of charge by our president, Mr. Zenith. This arrangement provides us with the office space necessary at this point. Upon significant growth of the company it may become necessary to lease or acquire additional or alternative space to accommodate our development activities and growth.

Legal Proceedings

We are not currently a party to any legal proceedings.

Our agent for service of process in Nevada is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation service upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the Over-the-Counter Bulletin Board electronic quotation service or, if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for


25


 
such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

Mobilis Relocation Services, Inc. is subject to the penny stock rules, and disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock and stockholders may have difficulty selling those securities.

Holders of Our Common Stock

As of the date of this Registration Statement, we had thirty (30) shareholders of record.

Rule 144 Shares

None of our common stock is currently available for resale to the public under Rule 144.  In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least 180 days is entitled to sell his or her shares.  However, Rule 144 is not available to shareholders for at least one year subsequent to an issuer that previously met the definition of Rule 144(i)(1)(i) having publicly filed, on Form 8K, the information required by Form 10.

As of the date of this prospectus, no selling shareholder has held their shares for more than 180 days and it has not been at least one year since the company filed the Form 10 Information on Form 8K as contemplated by Rule 144(i)(2) and (3).  Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the NASD over-the-counter bulletin board.  We plan to file a Form 8-A registration statement with the Commission to cause us to become a reporting company with the Commission under the 1934 Act. We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the NASD over-the-counter bulletin board.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development


26


 
of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with our mineral exploration program, we will need to raise additional capital.  We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.
























27


 

Financial Statements

Index to Financial Statements:


Audited consolidated financial statements for the period ended March 31, 2008, including:

29          Auditors’ Report

30          Balance Sheet

31          Statement of Operations

32          Statement of Stockholders’ Equity

33          Statement of Cash Flows

34          Notes to Financial Statements





















28


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:  The Board of Directors and Shareholders
Mobilis Relocation Services Inc.
Reno, Nevada

I have audited the accompanying balance sheet of Mobilis Relocation Services Inc. as of March 31, 2008 and the related statements of operations, stockholders’ equity and cash flows for the period then ended. These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered an initial loss and has not yet commenced operations.  This raises substantive doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Mobilis Relocation Services Inc. as of March 31, 2008 and the results of its operations, its stockholders’ equity and its cash flows for the period ended March 31, 2008, in conformity with United States generally accepted accounting principles.

The Company has determined that it is not required to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.

John Kinross-Kennedy
Certified Public Accountant
Irvine, California
June 9, 2008



29


 

MOBILIS RELOCATION SERVICES INC.
(A Development Stage Company)
Balance Sheet
As at March 31, 2008

  
ASSETS
  
CURRENT ASSETS
  Cash and Cash Equivalents
 $          49,964

             49,964

  
    TOTAL ASSETS
 $          49,964
============
  
LIABILITIES & STOCKHOLDERS' DEFICIT
  
CURRENT LIABILITES
  Accounts Payable
 $            1,441

               1,441

  
    Total Liabilities
               1,441

  
Commitments and contingencies (Note 4)
  
STOCKHOLDERS' DEFICIT
Common Stock, $0.001 par value, 75,000,000 shares authorized, 
   3,400,000 shares issued and outstanding
               3,400
Additional paid-in capital
             49,600
Deficit accumulated in the development stage 
             (4,477)

  
 
    Total Stockholders' Equity (Deficit)
             48,523

  
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 
 $          49,964
============



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

30

 

MOBILIS RELOCATION SERVICES INC.

 (A Development Stage Company)

 Statement of Operations


  

 For the period

 of Inception,

 For the three

 For the

 from Nov. 19,

 months ended

 period ended 

 2007 through

 March 31, 

 March 31,

 March 31,

2008

2008

2008




  

 Revenues

 $                -

 $               -

 $                  -




  

 Costs and Expenses

  

 Royalties

 Consulting Expense

            3,000

            3,000

              3,000

 Professional Fees

                  -

                  -

                     -

 Other General & Administrative

            1,477

            1,477

              1,477




  

    Total Expenses

            4,477

            4,477

              4,477




  

 

    Operating Loss

          (4,477)

          (4,477)

             (4,477)




  

 Net Income (Loss)

 $       (4,477)

 $       (4,477)

 $          (4,477)

=========== =========== ============

  

 Basic and Dilutive net loss per share

 $              (0)

 $             (0)

=========== ===========

  

 Weighted average number of shares

 outstanding, basic and diluted

      1,680,000

      1,145,455

===========

===========





The accompanying notes are an integral part of these financial statements

31
 
MOBILIS RELOCATION SERVICES INC.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For  the period ended March 31, 2008

  
Accumulated
Additional
Deficit During
        Common Stock        
Paid-in
Development
Shares
Amount
Capital
Stage
Total





  
Balances at November 19, 2007
              -
 $        - 
 $          -    
 $                   - 
 $           - 
Common stock issued for cash in
January, 2008 at $0.01 per share
1,500,000
1,500
13,500
15,000
Common stock issued for cash in
February, 2008 at $0.02 per share
800,000
800
15,200
16,000
Common stock issued for cash in
March, 2008 at $0.02 per share
1,100,000
1,100
20,900
22,000
Net loss, period ended March 31, 2008
 
 
 
(4,477)
(4,477)





  
Balances at Dec. 31, 1983
  3,400,000
 $  3,400
 $  49,600
 $   (4,477)
 $   48,523
========
========
=========
==========
=========















The accompanying notes are an integral part of these financial statements

32
 
 MOBILIS RELOCATION SERVICE INC 
 (A Development Stage Company) 
 Statements of Cash Flows 

  
 For the period 
 of Inception, 
 For the three 
 For the 
 from Nov. 19, 
 months ended 
 period ended  
 2007 through 
 March 31,  
 March 31, 
 March 31, 
2008
2008
2008



  
 CASH FLOWS FROM OPERATING ACTIVITIES: 
 Net Income (Loss) 
 $        (4,477)
 $       (4,477)
 $        (4,477)
 Adjustments to reconcile net loss to net cash 
 used by operating activities: 
  Change in operating assets and liabilities:  
 Increase (Decrease) in accounts payable 
            1,441
           1,441
             1,441



 Net Cash provided by (used by)  
     Operating Activities 
           (3,036)
          (3,036)
           (3,036)



  
 CASH FLOWS FROM INVESTING ACTIVITIES 
  



 Net Cash (used by) Investing Activities 
                   -
                  -
                   -



  
 CASH FLOWS FROM FINANCING ACTIVITIES 
 Proceeds from the sale of Common Stock 
          53,000
          53,000
           53,000



  
 
 
 Net Cash provided by Financing Activities 
          53,000
          53,000
           53,000



  
 NET INCREASE IN CASH 
          49,964
          49,964
           49,964
  
 CASH AT BEGINNING OF PERIOD 
                   -
                  -
                   -



  
 CASH AT END OF PERIOD 
 $        49,964
 $       49,964
 $        49,964
=========== =========== ============
  
  
 CASH PAID FOR: 
 Interest 
 $                -
 $               -
 $                -
 Income Taxes 
 $                -
 $               -
 $                -



The accompanying notes are an integral part of these financial statements

33
 
MOBILIS RELOCATION SERVICES INC.

NOTES TO FINANCIAL STATEMENTS
For the Period ended March 31, 2008


NOTE 1 - BUSINESS AND CONTINUED OPERATIONS

Mobilis Relocation Services Inc. was organized under the laws of the State of Nevada on November 19, 2007. The Company was formed for the purpose of engaging in all lawful businesses. The Company’s authorized capital consisted of 75,000,000 shares of $0.001 par value common voting stock.

The financial statements presented include all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

Current Business of the Company

The Company had no material business operations from inception November 19, 2007 to March 31, 2008.  The company formed plans to offer a resource for individual or family relocation / moving needs. 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and equivalents

Cash and equivalents include investments with initial maturities of three months or less.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures About Fair Value of Financial Instruments.”  SFAS No. 107 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value.  The carrying amounts of the Company’s financial instruments as of March 31, 2008 approximate their respective fair values because of the short-term nature of these instruments.  Such instruments consist of cash, accounts payable and accrued expenses.  The fair value of related party payables is not determinable.

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated deferred tax credits through net operating loss carryforwards.  However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined below.


34


 
Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company had an initial operating loss of $4,477.   The Company had a positive cash flow of $49,964, from the sale of stock in the period ended March 31, 2008.  The company has a shareholders’ equity of $48,523 at March 31, 2008.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources.  Management’s plans to continue as a going concern include raising additional capital through sales of common stock.  In the interim, shareholders of the Company are committed to meeting its minimal operating expenses.  However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Development-Stage Company

The Company is considered a development-stage company, having no operating revenues during the period presented, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7.  SFAS No. 7 requires companies to report their operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things.  Management has defined inception as November 19, 2007.  Since inception, the Company has incurred an operating loss of $4,477, much of which related to consultants, as a means to generate working capital.  The Company’s working capital has been generated through the sales of common stock.  Management has provided financial data since November 19, 2007 “Inception” in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  Actual results could differ from those estimates.

Earnings (Loss) Per Share

Statement of Financial Accounting Standards No. 128 “Earnings Per Share” requires presentation of basic earnings per share and diluted earnings per share.  Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted earnings per share (“Diluted EPS”) is similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would


35


 
occur if dilutive securities at the end of the applicable period were exercised. There were no potential dilutive securities for the period  ended March 31, 2008.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the period  ended March 31, 2008.  

Numerato r:

Basic and diluted net loss per share:

Net Income (Loss)                                           $ ( 4,477)

Denominator

Basic and diluted weighted average
   number of shares outstanding                        1,145,455

Basic and Diluted Net Loss Per Share               $    0.004           

NOTE 3 – RELATED PARTY TRANSACTIONS

On January 10, 2008 the President and C.E.O., Zachary Zenith, purchased 1,500,000 shares of common stock of the Company at $0.01 per share.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

There were no commitments or contingencies in the three months ended March 31, 2008. 

NOTE 5 – CAPITAL STOCK TRANSACTIONS

On January 10, 2008, 1,500,000 shares were issued for cash at $0.01 per share.

In  February, 2008,  800,000 shares were issued for cash at $0.02 per share.

In March, 2008, 1,100,000 shares were issued for cash at $0.02 per share.

At March 31, 2008 the Company had authorized 75,000,000 common shares, of which the total  issued and outstanding was 3,400,000.

NOTE 6 – LITIGATION

There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.


36


 

Plan of Operations

Three Phase Plan

Mobilis plans to commence phase I that will be dedicated to the following activities.

  • Design and construction of the Mobilis website, which will include an ecommerce capability,

  • Establishing merchant relationships with Paypal and credit card companies,

  • With an initial focus on at least one major market area, developing extensive lists of various industry suppliers (i.e. see “The Mobilis Relocation Service” above for types and examples).

  • Developing detailed marketing techniques and plans that will appeal to consumers.

  • Go live with its website.

The budget for phase one is approximately $15,000 to $20,000 and is expected to be complete by February 2009. Mobilis currently has sufficient funds to complete phase one of its plan of operations.

The second phase of the operating plan will begin in March 2009 and will be continuous as it will be focused on the build out of the website to additional market areas.  It is expected that the President of Mobilis will head this effort. Due to the nature of the costs involved and the fact that Mr. Zenith will not be receiving a salary at this time, it is expected that expenses related to phase two to be less than approximately $5,000 - $10,000. The company currently has sufficient cash on hand to fund this phase of its plan of operations. The timeline will depend on the revenues and or funding at that time. If the company begins to generate sufficient revenues it will hire additional staff to facilitate a more rapid assembly of relevant content.

If Mobilis is successful implementing its’ business plan and begins to produce meaningful revenues from the website, Management will institute phase three of the business plan, which may involve hiring additional staff to handle special requests and begin to deal with more personalized, complex demands by consumers.  It is anticipated that much higher fees will be charged for this service.  However, it is planned at this time that the nature of the service will remain the same – being the delivery of objective advice for consumers (as opposed to “pushing” the delivery of services) in order to continue to reinforce the “pure” Mobilis brand. 

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.


37


 
Results of Operations for Fiscal Year Ending March 31, 2008

We did not earn any revenues from inception through the period ending March 31, 2008.  We do not anticipate earning revenues until such time as we have begun operations on our website.  We are presently in the start-up phase of our business and we can provide no assurance that we will attain sufficient business on our website to attain profitability.

We incurred operating expenses in the amount of $4,477 from inception on November 19, 2007 through the period ended March 31, 2008.  These operating expenses included the research and the preparation of our business plan in addition to administrative expenses.  We anticipate our operating expenses will increase as we undertake our plan of operations.  The increase will be attributed to costs associated with setting up and maintaining our website, and the professional fees to be incurred in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933.  We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

As of March 31, 2008, we had cash of $49,964 and operating capital of $48,523.

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities beyond those planned for the current fiscal year.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Changes in and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of June 13, 2008 are as follows:

Name

Age

Position(s) and
Office(s) Held

Zacharey Zenith

36

President, Chief
Executive Officer,
Chief Financial
Officer, and
Director


Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Zacharey Zenith .  Mr. Zenith is our CEO, CFO, President, Secretary, Treasurer and sole director. Mr. Zenith has extensive experience in the real estate field. Following receipt of a BBA from the University of Winnipeg in 1994, Mr. Zenith completed the real estate 1000 course and worked as a


38


 
real estate agent for ReMax and Century 21 through 2003, when he completed an accredited Mortgage Broker licence course. In 2004, Mr. Zenith founded Alphabet Financial Corp. (“Alphabet”), a real estate investment management company that is engaged in raising money for real estate development and lending. Since that time, Alphabet has or is in the process of developing $25 million of single and muti family real estate located in Calgary’s inner city and as a private lender to many of Calgary’s mid size builders. Alphabet also manages over $30 million worth of residential and commercial real estate in Calgary. 

Directors

Our bylaws authorize no less than one (1) director.  We currently have one Director.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than our President. We do not believe we will require any additional employees until such time as the website is complete and begins obtaining significant postings. We are outsourcing in the meantime for the development of our website.

Executive Compensation

Compensation Discussion and Analysis

The Company presently not does have employment agreements with any of its named executive officers and it has not established a system of executive compensation or any fixed policies regarding compensation of executive officers.  Due to financial constraints typical of those faced by a development stage business, the company has not paid any cash and/or stock compensation to its named executive officers.

Our current named executive officer holds substantial ownership in the Company and is motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of his ability.   As our business and operations expand and mature, we may develop a formal system of compensation designed to attract, retain and motivate talented executives.




39


 
Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

SUMMARY COMPENSATION
TABLE

Name and
principal
position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Nonqualified
Deferred
Compensation
Earnings ($)

All Other
Compensation
($)

Total

($)

Zacharey Zenith,
CEO, CFO, President, Secretary-Treasurer, & Director

2007
2008

 

0
0

0
0

0
0

0
0

0
0

0
0

0
0

0
0


Narrative Disclosure to the Summary Compensation Table

Our named executive officers do not currently receive any compensation from the Company for their service as officers of the Company.

Outstanding Equity Awards At Fiscal Year-end Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of
Shares
or Shares
of
Stock
That
Have
Not
Vested
(#)

Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares or
Other
Rights
That Have
Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other
Rights
That
Have Not
 Vested
(#)


Zacharey
Zenith

0

0

0

0

0

0

0

0

0




40

 
Compensation of Directors Table

The table below summarizes all compensation paid to our directors for our last completed fiscal year.

DIRECTOR COMPENSATION

Name

Fees
Earned
or
Paid in
Cash
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive
Plan
Compensation
($)

Non-Qualified
Deferred
Compensation
Earnings
($)

All
Other
Compensation
($)

Total
($)

Zacharey
Zenith

0

0

0

0

0

0

0


Narrative Disclosure to the Director Compensation Table

Our directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of the Company.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of June 13, 2008, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 3,400,000 shares of common stock issued and outstanding on June 13, 2008.

Title of class

Name and address of
beneficial owner

Amount of beneficial
ownership

Percent of class*

   

 

 

 

Common

Zacharey Zenith
410 - 527 15th Ave. SW
Calgary, AB T2R 1R5

1,500,000

44.12%

 

 

 

 

Common

Total all executive
officers and directors

1,500,000

44.12%

   

 

 

 

Common

5% Shareholders

 

 

 

None

 

 


As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or


41


 
shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Certain Relationships and Related Transactions

We issued 1,500,000 total shares of common stock at a price of $0.01 per share to our president, Mr. Zenith for total consideration of $15,000 effective January 10, 2008. This issuance was made to Mr.Zenith, who is a sophisticated individual and was in a position of access to relevant and material information regarding our operations. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.

Family relationships between any of the selling shareholders and Zacharey Zenith our President and Sole Director:

Drew Zenith             Cousin

Available Information

We have filed a Registration Statement on form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This Prospectus is filed as a part of that Registration Statement, but does not contain all of the information contained in the Registration Statement and exhibits. Statements made in the Registration Statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our Registration Statement and each exhibit attached to it for a more detailed description of matters involving the company. You may inspect the Registration Statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of


42


 
the Registration Statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our Registration Statement and the referenced exhibits can also be found on this site.

Dealer Prospectus Delivery Obligation

Until ______________, all dealers that effect in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.






















43


 

Part II

Information Not Required In the Prospectus

Item 13. Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange
Commission registration fee

$

1.50

Federal Taxes

$

0

State Taxes and Fees

$

0

Transfer Agent Fees

$

0

Accounting fees and expenses

$

2,500

Legal fees and expenses

$

5,000

 

 

 

Total

$

7,501.50


All amounts are estimates, other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation.  Our articles of incorporation do not contain any limiting language regarding director immunity from liability.  Excepted from this immunity are:

  1. a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

  2. a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

  3. a transaction from which the director derived an improper personal profit; and

  4. willful misconduct.


44


 
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

  1. such indemnification is expressly required to be made by law;

  2. the proceeding was authorized by our Board of Directors;

  3. such indemnification is provided by us, in our sole discretion, pursuant to the powers  vested in us under Nevada law; or;

  4. such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Item 15. Recent Sales of Unregistered Securities

We closed an issue to 1,500,000 shares of common stock on January 10, 2008 to our sole officer and director, Zacharey Zenith, at a price of $0.01 per share.  The total proceeds received from this offering were $15,000.  These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.  We did not engage in any general solicitation or advertising.

We completed an offering of 1,900,000 shares of our common stock at a price of $0.02 per share to a total of twenty nine (29) purchasers on March 31, 2008.  The total amount we received from this offering was $38,000. The identity of the purchasers from this offering is included in the selling


45


 
shareholder table set forth above.  We completed this offering pursuant Rule 903(C)(3) of Regulation S of the Securities Act of 1933.

Item 16. Exhibits

Exhibit
Number

Description

3.1

Articles of Incorporation

3.2

By-Laws

5.1

Opinion and Consent of The O’Neal Law Firm, P.C.

23.1

Consent of John Kinross-Kennedy, Certified Public Accountant


Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:  (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

          (a) If the Company is relying on Rule 430B:

i. Each prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed  to be  part of the  registration  statement  as of the  date  the  filed prospectus was deemed part of and included in the registration statement; and


46


 
ii.  Each  prospectus  required  to be filed  pursuant  to Rule  424(b)(2), (b)(5),  or (b)(7) as part of a registration  statement in reliance on Rule 430B relating to an offering made pursuant to Rule  415(a)(1)(i),  (vii),  or (x) for the  purpose of  providing  the  information  required  by section  10(a) of the Securities  Act shall be deemed to be part of and  included in the  registration statement  as of the earlier of the date such form of  prospectus  is first used after  effectiveness  or the date of the first contract of sale of securities in the  offering  described  in the  prospectus.  As  provided  in Rule  430B,  for liability  purposes  of the  issuer  and any  person  that  is at  that  date an underwriter,  such  date  shall  be  deemed  to be a new  effective  date of the registration  statement relating to the securities in the registration statement to which that  prospectus  relates,  and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering  thereof;  provided, however,  that no statement made in a registration  statement or prospectus that is part of the  registration  statement  or made in a document  incorporated  or deemed  incorporated by reference into the registration  statement or prospectus that is part of the  registration  statement will, as to a purchaser with a time of  contract  of sale  prior to such  effective  date,  supersede  or modify any statement  that was made in the  registration  statement or prospectus  that was part of the  registration  statement  or made in any such  document  immediately prior to such effective date; or

          (b) If the Company is subject to Rule 430C:

Each  prospectus  filed  pursuant to Rule 424(b) as part of a  registration statement relating to an offering, other than registration statements relying on Rule 430B or other than  prospectuses  filed in reliance on Rule 430A,  shall be deemed to be part of and included in the  registration  statement as of the date it is first used after effectiveness;  provided, however, that no statement made in a  registration  statement  or  prospectus  that is part of the  registration statement or made in a document incorporated or deemed incorporated by reference into the  registration  statement or prospectus that is part of the registration statement  will, as to a purchaser with a time of contract of sale prior to such first use,  supersede or modify any statement that was made in the  registration statement or prospectus that was part of the  registration  statement or made in any such document  immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:  The undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to the purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


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(6)  Insofar as Indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Calgary, Alberta, Canada, on June 13, 2008.

MOBILIS RELOCATION SERVICES, INC.

  

By: /s/ Zacharey Zenith                               

        Zacharey Zenith

        President, Chief Executive Officer, Chief Financial Officer,
        Principal Accounting Officer and sole Director











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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zacharey Zenith as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

By:   /s/ Zacharey Zenith                                  
       Zacharey Zenith
       President, Chief Executive Officer, Chief Financial Officer,
       Principal Accounting Officer and sole Director
       June 13, 2008














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Exhibit 3.1


 


 

 


 


 



Exhibit 3.2


BYLAWS

of

MOBILIS RELOCATION SERVICES INC.

(the "Corporation")


ARTICLE I:  MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.

Section 2 - Special Meetings

Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.

Section 3 - Place of Meetings

Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.

Section 4 - Notice of Meetings

A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting.  Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.

Section 5 - Action Without a Meeting

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required.  Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.




 
Section 6 - Quorum

a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
  
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
  
c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.

Section 7 - Voting

Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.

Section 8 - Motions

No motion proposed at an annual or special meeting need be seconded.

Section 9 - Equality of Votes

In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.

Section 10 - Dispute as to Entitlement to Vote

In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.

Section 11 - Proxy

a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy.  A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney.  A proxyholder need not be a shareholder of the Corporation.
  
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening




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   the meeting.  In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.

ARTICLE II:  BOARD OF DIRECTORS

Section 1 - Number, Term, Election and Qualifications

a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors.  The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
  
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors.  Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal.  Any Director may resign at any time upon written notice of such resignation to the Corporation.
  
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
  
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected.  A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting.  So long as he or she is an additional Director, the number of Directors will be increased accordingly.
  
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.

Section 2 - Duties, Powers and Remuneration

a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
  
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.


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Section 3 - Meetings of Directors

a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.
  
b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit.  Questions arising at a meeting must be decided by a majority of votes.  In case of an equality of votes the chairman does not have a second or casting vote.  Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
  
c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation.  A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed.  Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
  
d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages.  It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
  
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter.  After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director.  All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
  
f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
  
g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.



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h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
  
i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held.  A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing.  A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
  
j) All Directors of the Corporation shall have equal voting power.

Section 4 - Removal

One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.

Section 5 - Committees

a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution.  Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
  
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require.  The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.

ARTICLE III:  OFFICERS

Section 1 - Number, Qualification, Election and Term of Office

a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws.  The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable.  Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.



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b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
  
c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.

Section 2 - Resignation

Any officer may resign at any time by giving written notice of such resignation to the Corporation.

Section 3 - Removal

Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

Section 4 - Remuneration

The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 5 - Conflict of Interest

Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.

ARTICLE V:  SHARES OF STOCK

Section 1 - Certificate of Stock

a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
  
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation.  Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.  If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its



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transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities.  If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
  
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
  
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
  
e) If a share certificate:

   (i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
  
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
  
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.

Section 2 - Transfers of Shares

a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney;  and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
  
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.


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c) While the Corporation is not a reporting issuer or has not filed a registration statement no share or security (other than a non-convertible debt security) may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Section 3 - Record Date

a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
  
b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.

Section 4 - Fractional Shares

Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion.  At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine.  The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation.  In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders.  Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.


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ARTICLE VI:  DIVIDENDS

a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
  
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:

   (i) a majority of the current shareholders of the class or series to be issued approve the issue; or
  
(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.

ARTICLE VII:  BORROWING POWERS

a) The Directors may from time to time on behalf of the Corporation:

   (i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
  
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
  
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).

b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.

ARTICLE VIII:  FISCAL YEAR

The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.

ARTICLE IX:  CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors.  The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.


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ARTICLE X:  AMENDMENTS

Section 1 - By Shareholders

All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.

Section 2 - By Directors

The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

ARTICLE XI:  DISCLOSURE OF INTEREST OF DIRECTORS

a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
  
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken.  The foregoing prohibitions do not apply to:

   (i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
  
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
  
(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
  
(iv) determining the remuneration of the Directors;
  
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
  
(vi) the indemnification of a Director by the Corporation.


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c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine.  No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
  
d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
  
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.

ARTICLE XII:  ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada.  Such list shall be certified by an officer of the Corporation.

ARTICLE XIII:  INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation.  Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
  
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding


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that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation.  In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
  
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.


CERTIFIED TO BE THE BYLAWS OF:


MOBILIS RELOCATION SERVICES INC.

per:

/s/ Zacharey Zenith
                                               
President













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Exhibit 5.1


Legal Opinion and Consent of Counsel

THE O'NEAL LAW FIRM, P.C.
14835 East Shea Boulevard
Suite 103, PMB 494
Fountain Hills, Arizona 85268
480-812-5058
888-353-8842 (fax)

OPINION OF COUNSEL AND CONSENT OF COUNSEL

TO: Board of Directors
Mobilis Relocation Services, Inc.

RE: Registration Statement on Form S-1 (Small Business Filing)

Gentlemen:

As counsel to Mobilis Relocation Services, Inc., a Nevada corporation (the "Company"), we have participated in the preparation of the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the registration of 1,900,000 shares of the Company's $0.001 par value common stock. As counsel to the Company, we have examined such corporate records, certificates and other documents of the Company, and made inquiries of such officers of the Company, as we have deemed necessary or appropriate for purposes of this opinion. We have also examined the applicable laws of the State of Nevada, provisions of the Nevada Constitution, and reported judicial decisions interpreting such laws. Based upon such examinations, we are of the opinion that the shares of the Company's common stock to be offered pursuant to the Registration Statement are validly issued, fully paid and non-assessable shares of the shares of the common stock of the Company.

We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement on Form S-1 filed by the Company and the reference to our firm contained therein under "Interests of Named Experts and Counsel".

Sincerely,

/s/ THE O'NEAL LAW FIRM, P.C.    
Fountain Hills, Arizona

DATED:   June 13, 2008










Exhibit 23.1


John Kinross-Kennedy, C.P.A.
17848 Skypark Circle
Irvine, CA  92614-6401
(949) 955-2522.   Fax (949)724-3817
jkinross@zamucen.com\


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

I consent to the use, in the registration statement on Form S-1 of Mobilis Relocation Services Inc., of my auditors report dated June 9, 2008, and the related financial statements of Mobilis Relocation Services Inc., for the period ended March 31, 2008.

In addition, I consent to the reference to me under the heading “Interest of Named Experts and Counsel” in the registration statement.


/s/ John Kinross-Kennedy

John Kinross-Kennedy, CPA
June 12, 2008