UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: April 30, 2009
or

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

For the transition period from: _____________ to _____________

Commission File Number: 000-1341878

MOBIFORM SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware		94-3399360
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or organization)

1255 N Vantage Pt. Dr., Suite A
Crystal River, Florida		34429
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number (352) 564-9610

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes ¨ No

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

¨Yes¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes þ No

APPLICABLE ONLY TO CORPORATE ISSUERS

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

The number of shares of the issuer’s common equity outstanding as of June 10, 2009 was 23,710,249 shares of common stock, par value $.0001.

MOBIFORM SOFTWARE, INC.

TABLE OF CONTENTS

		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets at April 30, 2009 (unaudited) and October 31, 2008	3

	Consolidated Statements of Operations for the three and six months ended April 30, 2009 and 2008 (unaudited)	4

	Consolidated Statements of Cash Flows for the six months ended April 30, 2009 and 2008 (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	14

Item 4T.	Controls and Procedures	24

PART II.	OTHER INFORMATION	24

Item 1A.	Risk Factors	24

Item 6.	Exhibits	25

	Signatures	26

PART I. FINANCIAL INFORMATION

MOBIFORM SOFTWARE, INC.

CONSOLIDATED BALANCE SHEETS

	April 30,			October 31,
	2009			2008
	(Unaudited)
Assets
Current Assets
Cash and Cash Equivalents	$	31,923		$	196,512
Certificate of Deposit		188,494			583,283
Accounts Receivable – Net		14,640			30,380
Prepaid Expenses		3,452			5,805
Total Current Assets		238,509			815,980

Property and Equipment – Net		152,943			164,538

Other Assets
Security Deposits		3,650			3,650

Total Assets	$	395,102		$	984,168

Liabilities and Stockholders’ Equity
Current Liabilities
Convertible Notes Payable	$	50,000		$	75,000
Accounts Payable and Accrued Liabilities		38,038			139,696
Common Share Liability		—			400,000
Deferred Revenue		833			5,833
Total Current Liabilities		88,871			620,529

Stockholders’ Equity
Preferred Stock, $0.0001 Par Value, 5,000,000 Shares
Authorized and Unissued		—			—
Common Stock, $0.0001 Par Value; 100,000,000 Shares
Authorized; Shares Issued and Outstanding, 23,710,249 at
April 30, 2009 and 23,652,125 at October 31, 2008		2,371			2,365
Additional Paid in Capital		6,690,624			6,606,891
Accumulated Deficit		(6,386,764	)		(6,245,617	)
Total Stockholders’ Equity		306,231			363,639

Total Liabilities and Stockholders’ Equity	$	395,102		$	984,168

See accompanying notes to consolidated financial statements.

MOBIFORM SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS [UNAUDITED]

	For the Three Months Ended						For the Six Months Ended
	April 30,						April 30,
	2009			2008			2009			2008

Revenue	$	31,701		$	16,435		$	47,827		$	25,716

Operating Expenses
Payroll Expenses		123,278			174,183			302,403			362,144
Compensation – Share Based		14,237			188,123			54,677			396,848
Consulting Fees – Share Based		—			—			—			66,667
Professional Fees		43,134			146,086			99,792			217,346
Advertising		15,877			54,713			33,365			133,565
Depreciation and Amortization		5,425			6,058			11,595			12,055
Consulting Fees		15,293			14,705			28,467			18,413
Office		7,076			4,198			10,953			12,045
Rent		12,274			11,868			25,072			24,781
Telephone and Communication		2,648			2,492			6,084			7,359
Travel and Conferences		7,045			5,741			7,921			10,893
Auto		529			328			632			1,047
Other		3,513			6,947			10,748			13,355
Total Operating Expenses		250,329			615,442			591,709			1,276,518

Operating Loss		(218,628	)		(599,007	)		(543,882	)		(1,250,802	)

Other Income (Expenses)
Interest Income		1,636			16,294			5,212			36,676
Interest Expense		(1,009	)		(2,587	)		(2,477	)		(6,115	)
Amortization – Debt Discount		—			—			—			(8,534	)
Amortization – Deferred Financing Costs		—			—			—			(5,258	)
Gain from Derecognition of Common Share Liability		—			—			400,000			—
Total Other Income (Expenses)		627			13,707			402,735			16,769

Loss Before Income Taxes		(218,001	)		(585,300	)		(141,147	)		(1,234,033	)

Income Tax		—			—			—			—

Net Loss	$	(218,001	)	$	(585,300	)	$	(141,147	)	$	(1,234,033	)

Net Loss Per Common Share – Basic and Diluted	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.05	)

Weighted-Average Common Shares Outstanding – Basic and Diluted		23,710,249			23,652,125			23,683,274			23,652,125

See accompanying notes to consolidated financial statements.

MOBIFORM SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]

	For the Six Months Ended
	April 30,
	2009			2008

Operating Activities
Net Loss	$	(141,147	)	$	(1,234,033	)
Adjustments to Reconcile Net Loss to Net Cash
Used for Operating Activities:
Depreciation and Amortization		11,595			12,055
Consulting Fees – Share Based Liability		—			66,667
Compensation – Share Based		54,677			396,848
Amortization – Debt Discount		—			8,534
Amortization – Deferred Financing Costs		—			5,258
Gain from Derecognition of Common Share Liability		(400,000	)		—
Deferred Revenue		(5,000	)		(5,000	)

Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable		15,740			(12,086	)
Prepaid Expenses		2,353			39,292
Security Deposit		—			1,000
Increase (Decrease) in:
Accounts Payable and Accrued Liabilities		(97,596	)		8,170
Net Cash Used for Operating Activities		(559,378	)		(713,295	)

Investing Activities
Redemption of Certificate of Deposit		394,789			963,324
Acquisition of Property & Equipment		—			(1,213	)
Net Cash Provided by Investing Activities		394,789			962,111

Financing Activities
Payment of convertible debt		—			(100,000	)
Net Cash Used for Financing Activities		—			(100,000	)

Change in Cash and Cash Equivalents		(164,589	)		148,816

Cash and Cash Equivalents – Beginning of Periods		196,512			187,383

Cash and Cash Equivalents – End of Periods	$	31,923		$	336,199

Supplemental Disclosures of Cash Flow Information
Cash paid during the periods for:
Interest	$	—		$	10,163
Income Taxes	$	—		$	—

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Debt and Accrued Interest Converted into Common Stock	$	29,062		$	—

See accompanying notes to consolidated financial statements.

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

(1) Nature of Business and Basis of Presentation

Mobiform Software, Inc, (“Mobiform US”), a Delaware corporation, was originally formed under the name Firefly Learning, Inc. in May 2001. In October, 2005, pursuant to an exchange agreement, we acquired all of the issued and outstanding shares of capital stock of Mobiform Software, Ltd. (“Mobiform Canada”), a Canadian corporation, in exchange for 14,299,593 shares of our common stock. The closing date of the exchange agreement was October 27, 2005. However, for accounting purposes the transaction is treated as being effective October 31, 2005. In connection with the agreement, Mobiform US issued 14,299,593 shares of common stock to the shareholders of Mobiform Canada in exchange for 100% of the outstanding shares of Mobiform Canada. As a result, Mobiform Canada became a 100% owned subsidiary of Mobiform US with the former shareholders of Mobiform Canada owning approximately 89% of the then outstanding shares of Mobiform US. For accounting purposes, the transaction is being recorded as a recapitalization with the shareholders of Mobiform Canada as the acquirers. The 14,299,593 shares of common stock issued in the transaction are shown as outstanding for all periods presented in the same manner as a stock split. The accompanying financial statements reflect the consolidated operations of the company from November 1, 2005.

Mobiform US and Mobiform Canada (collectively “Mobiform”, the “Company”, “we” or “us”) are in the business of developing graphics authoring products that enable software developers and designers to visually build documents and have them automatically converted into XAML (Extensible Application Markup Language) the new language in recently released Microsoft Windows Vista. We license and maintain these software products throughout the United States, Canada, and Europe.

(2) Going Conern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred substantial net operating losses and used substantial amounts of cash in our operating activities. Since our inception, we have incurred losses, we have an accumulated deficit of $6,386,764 at April 30, 2009, and have experienced negative cash flows from operations. The expansion and development of our business will likely require additional capital. This condition raises substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

We are presently working to raise additional capital to meet our working capital needs and are restructuring operating costs to be more in line with our projected revenues. There can be no assurances, however, that we will be successful in our efforts to raise capital or to reduce operating costs to a level where we will attain profitability.

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

(3)	Summary of Significant Accounting Policies

Our accounting policies are set forth in Note 3 of our audited consolidated financial statements included in the Mobiform Software, Inc. 2008 Form10-KSB.

Unaudited Interim Statements - The accompanying unaudited interim consolidated financial statements as of April 30, 2009, and for the three and six months ended April 30, 2009 and 2008 have been prepared in accordance with accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated financial position as of April 30, 2009 and the consolidated results of operations for the three and six months ended April 30, 2009 and 2008 and consolidated cash flows for the six months ended April 30, 2009 and 2008. The results of operations for the six months ended April 30, 2009 are not necessarily indicative of the results to be expected for the full year.

4) Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, “Noncontroling Interests in Consolidated Financial Statements - an amendment of ARB No. 51”. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require the following changes. The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to the noncontroling interest be clearly identified and presented on the face of the consolidated statement of income. When a subsidiary is deconsolidated, any retained noncontroling equity investment in the former subsidiary is initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontroling equity investment rather than the carrying amount of that retained investment and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontroling owners. The changes to current practice resulting from the application of SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of SFAS No. 160 before December 15, 2008 is prohibited. The Company has not evaluated the effect, if any, that SFAS No. 160 will have on its financial statements.

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

4) Recent Accounting Pronouncements (Continued)

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations - Revised,” that improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, this statement establishes principles and requirements how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontroling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The changes to current practice resulting from the application of SFAS No. 141(R) are effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of SFAS No. 141(R) before December 15, 2008 is prohibited. The Company does not expect the adoption of SFAS No. 141(R) to have a material effect on its financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. SFAS No. 161 gives financial statement users better information about the reporting entity's hedges by providing for qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged, but not required. We do not anticipate the adoption of SFAS No. 161 will have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." The new standard, which is effective upon approval by the Securities and Exchange Commission (“SEC”), is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for non-governmental entities. We are currently evaluating the effects, if any, that SFAS No. 162 may have on our financial reporting.

In May 2008, the FASB issued FASB Staff Position ("FSP") No. APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)". The FSP provides new accounting guidance for certain types of convertible debt instruments not addressed in previously issued accounting pronouncements requiring separate accounting for liability and equity components of convertible debt in a manner which will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. This FSP is effective for fiscal years beginning after December 15, 2008 along with interim periods within those fiscal years. Also, this FSP requires retrospective application to all periods presented with certain exceptions for instruments outstanding in the period of adoption. We believe the issuance of this FSP will have an impact on our financial reporting. However, those effects are currently indeterminable.

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

(5) Property and Equipment

Property and equipment consists of the following:

	April 30,			October 31,			Estimated
	2009			2008			Useful Lives
	(Unaudited)
Condominium (1)	$	129,664		$	129,664		15 years
Computer Equipment		30,023			30,023		5 years
Office Equipment		24,432			24,432		5-7 years
Software		16,935			16,935		3 years
Total		201,054			201,054
Less: Accumulated Depreciation
and Amortization		(48,111	)		(36,516	)
	$	152,943		$	164,538

(1)

The decline in the United States (“U.S.”) economy and its effect on the U.S. real estate market, the State of Florida in particular, were factors which management felt were significant in relation to the carrying amount of the condominium owned by the Company. Management determined that based on available market value data as of October 31, 2008, the carrying amount of such asset had become impaired. As a result we recorded a charge of $10,149 to adjust the carrying amount of the condominium to fair value as of October 31, 2008.

(6) Convertible Debt

In January 2009, one of our promissory convertible noteholders converted $25,000 in notes and $4,062 of accrued interest into 58,124 shares of our common stock.

(7) Stockholders’ Equity

We are authorized to issue 100,000,000 shares of common stock, par value $.0001 per share and 5,000,000 shares of preferred stock, par value $0.0001 per share. In February 2008, we increased the number of authorized shares of common stock from 45,000,000 to 100,000,000 to allow for potential future issuances of our common stock. At April 30, 2009, there were 23,710,249 common shares and at October 31, 2008 there were 23,652,125 common shares issued and outstanding. An additional 17,243,116 common shares were reserved for issuance as of April 30, 2009 for outstanding purchase warrants and convertible debt. There are no shares of preferred stock issued and outstanding.

At April 30, 2009, we have 10,424,000 outstanding warrants to employees. The fair value of all the warrants issued for services is being charged to operations over the periods the warrants vest. Amortization of the fair values charged to operations as determined by the Black-Scholes pricing model was $54,677 and $396,848 for the six months ended April 30, 2009 and 2008, respectively. All the warrants have cashless exercise provisions as defined in the warrants.

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

7) Stockholders’ Equity (Continued)

We entered into a consulting agreement on January 1, 2007 that either party could cancel upon 10 days notice. As part of the compensation for services, the consultant was to receive an aggregate of 750,000 shares of the Company’s common stock. The consultant earned and was issued 350,000 shares. The issuance of the remaining 400,000 common shares was contingent upon certain actions by us. Since it was and remains our intent that such actions would be fulfilled, we charged operations in 2007 and 2008 for the value of such common shares and had an accrued common share liability at October 31, 2008 of $400,000 for the fair value of the 400,000 shares. During the first quarter of fiscal 2009 we mutually agreed with the consultant to cancel the obligation to issue the 400,000 common shares. As a result, we reduced the accrued common share liability and recorded a gain from derecognition of common share liability for $400,000 in the first quarter of fiscal 2009.

The fair value of each warrant is estimated on the date of grant using the Black-Scholes pricing model. The following assumptions were made in estimating fair value:

	October 31, 2008

Dividend Yield		—	%
Risk-Free Interest Rate		5.25	%
Expected Life	5 Years
Expected Volatility		280.2	%

The following table summarizes the warrants and options.

	For the Year Ended					For the Six Months Ended
	October, 2008					April 30, 2009
						(Unaudited)
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price

Outstanding at beginning
of period		17,423,750		$	0.74		17,313,750		$	0.73
Granted		140,000		$	1.50		—			—
Expired/Cancelled		(250,000	)	$	1.50		(190,000	)	$	1.50
Exercised		—			—		—			—
Outstanding at end of period		17,313,750		$	0.73		17,123,750		$	0.72

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

(7) Stockholders’ Equity (Continued)

The following table summarizes information about stock warrants and options outstanding as of April 30, 2009 [Unaudited]:

	Warrants and Options
	Outstanding						Exercisable
			Weighted-
			Average
			Remaining		Weighted-				Weighted
			Contractual		Average				Average
	Number		Life		Exercise		Number		Exercise
Exercise Price	Outstanding		(in Years)		Price		Exercisable		Price
$0.20		5,630,000		1.93	$	0.20		5,630,000	$	0.20
$0.75		8,022,750		2.60	$	0.75		8,022,750	$	0.75
$1.50		3,471,000		0.92	$	1.50		3,471,000	$	1.50

The following table summarizes information about stock warrants and options outstanding as of October 31, 2008:

	Warrants and Options
	Outstanding						Exercisable
			Weighted-
			Average
			Remaining		Weighted-				Weighted
			Contractual		Average				Average
	Number		Life		Exercise		Number		Exercise
Exercise Price	Outstanding		(in Years)		Price		Exercisable		Price

$0.20		5,630,000		2.35	$	0.20		5,630,000	$	0.20
$0.75		8,022,750		3.10	$	0.75		6,496,750	$	0.75
$1.50		3,661,000		1.32	$	1.50		3,531,000	$	1.50

At April 30, 2009 and October 31, 2008, the weighted-average exercise price of all outstanding warrants and options was $ $0.72 and $0.73, respectively, and the weighted-average remaining contractual life was 2.01 and 2.48 years, respectively.

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

(8) Income Taxes

Income tax expense consisted of the following:

	For the Three Months Ended				For the Six Months Ended
	April 30,				April 30,
	2009		2008		2009		2008
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Current:
Federal	$	—	$	—	$	—	$	—
State		—		—		—		—
		—		—		—		—

Deferred:
Federal		—		—		—		—
State		—		—		—		—
		—		—		—		—

Totals	$	—	$	—	$	—	$	—

The income tax expense (benefit) differs from the amount computed by applying the United States statutory corporate income tax rate as follows:

	For the Three Months Ended						For the Six Months Ended
	April 30,						April 30,
	2009			2008			2009			2008
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

United States Statutory Corporate
Income Tax Rate		(34.0	)%		(34.0	)%		(34.0	)%		(34.0	)%
Permanent Differences		—	%		—	%		—	%		—	%
Change in Valuation Allowance on
Deferred Tax Assets		34.0	%		34.0	%		34.0	%		34.0	%

Income Tax Provision (Benefit)		—	%		—	%		—	%		—	%

MOBIFORM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]

APRIL 30, 2009

(8) Income Taxes (Continued)

The components of deferred tax assets (liabilities) at April 30, 2009 and October 31, 2008 are as follows:

	April 30,			October 31,
	2009			2008
	(Unaudited)
Deferred Tax Assets – Current
Accrued Vacation Pay	$	2,317		$	5,821
Allowance for Doubtful Accounts		1,850			1,850
Valuation Allowance		(4,167	)		(7,671	)
		—			—
Deferred Tax Assets (Liabilities) – Long Term
Net Operating Losses	$	1,044,115		$	874,531
Property and Equipment		(1,173	)		493
Stock Warrants		551,212			668,622
Valuation Allowance		(1,594,154	)		(1,543,646	)

Net Deferred Tax Asset	$	—		$	—

We have established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. The valuation allowance increased by approximately $47,000 and $747,000 for the six months ended April 30, 2009 and the year ended October 31, 2008, respectively.

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

The following discussion of our results of operations should be read together with our consolidated financial statements and the related notes, included elsewhere in this report. The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report.

Executive Summary

Since 2003, Mobiform’s experience in Microsoft .NET graphics technology has given us a unique perspective and insight into new data visualization possibilities with emerging technologies.

Mobiform specializes in the compelling visualization of real-time data. Mobiform has produced exceptional data visualization solutions for manufacturing, power & utilities, automation, and other fields of business making use of HMI (Human Machine Interface) and SCADA (Supervisory Control and Data Acquisition) software products. Recognizing that data visualization can be used in multiple vertical markets, Mobiform will be leveraging our technology to expand into other lines of business like digital signage, financial, healthcare and touch-screen solutions.

Mobiform’s in-house expertise and experience has provided us the opportunity to partner with companies from various vertical markets, and assist them to develop custom solutions that meet their specific needs. Our goal is to help our clients transfer their real-time production and operational data into actionable information through graphically-compelling, functional, and intuitive user interfaces.

Products and Services

Our technology team has more than 20 years of experience in software design and development and has designed, built and delivered, over the years, world-class software solutions. In addition to software development, our company also derives income from consulting services and contract development.

Overall Strategic Goals

Mobiform’s intent since inception has been to use this model as a foundation for growing our business. Our plans include developing a ‘Technology Toolbox’ of software development components and design technology that can be used repeatedly as we deliver a variety of software products for consumers and industry in a wide range of verticals. If you can take a piece of technology, hardware, or any manufactured item, and reuse it over and over in different products you can achieve a very high return on investment for your research and development efforts.

This toolbox is a set of software components that can be reused in various software products. The types of software developed in our toolbox include software components for visualizing information, LED displays, gauges, charting and mapping controls. Mobiform calls these our ‘VantagePoint Controls™’ Mobiform has created additional technology for graphics design for our technology toolbox. ‘Aurora’ is a Graphics Design Platform that can be used to provide design capabilities inside of software applications built for Microsoft Windows.

Product Description

With the Technology Toolbox in place, we can quickly assemble data visualization software products for monitoring real time data. Our initial target market is monitoring and control for heavy industry since this is an area in which the Mobiform team already has expertise. Over time, the company can expand into financial, drafting, digital signage and eLearning markets all leveraging the same set of core technologies.

Mobiform has assembled its first vertical market application. ‘Status Vision Designer®’ was released in January 2009 as an industrial control and monitoring application for heavy industry and manufacturing.

Status falls into the category of a SCADA (Supervisory Control and Data Acquisition) or HMI (Human Machine Interface) software application.

Status Vision Designer® is a powerful data visualization software package that allows the user to create highly graphical screens and connect the controls on the screens to real-time data. The screens can then be published and viewed by anyone within the company or from the web.

Status has built-in connectivity to real-time OPC (Open Process Control) data and can very easily be extended to bind to other types of data. OPC data is primarily used in the manufacturing and process control industries. The market appeal for Status is its ability to connect to a variety of OPC servers and display real-time data from hundreds of data sources.

Consulting

In addition to sales of pre-designed software products, we generate revenue by consulting with organizations which utilize our expertise in customized solutions and embedding our software into theirs. We also offer WPF (Windows Presentation Foundation) and XAML (Extensible Application Markup Language) training and graphic design services.

We have been involved in WPF and XAML since it was first released in November 2003 at the Microsoft PDC Conference. We were one of the earliest adopters of WPF, displaying its first public alpha product related to this technology in January of 2004.

We assist consulting clients with their WPF applications. From initial consulting services and custom development, to embedding our Aurora software into their solution, we have the expertise and personnel to assist.

Licenses and Joint Ventures

We have licensed our technology to other companies for use in their solutions, and we are in initial discussions with additional companies that may want to license or joint venture some of our software applications on an exclusive or nonexclusive basis. In addition to several other executed mutual nondisclosure agreements, on October 26, 2007 we entered into an agreement with Capstone Technology for licensing of Aurora and VantagePoint into one of their HMI products and entered into an additional similar agreement with Matrikon Asia Pacific in November 2008. There is no assurance that any additional licenses or joint ventures will result from these discussions.

Revenue Strategy

We are currently generating revenues through licensing of our technology to various software companies, retailing portions of our technology as software development components, and we expect in the near future, retailing our software solutions to specific vertical markets. A smaller portion of our revenue will come from consulting services and custom development.

We are currently selling our products directly over the Internet from our website and through resellers. In the future, we intend to distribute Aurora through retail outlets and original equipment manufacturers (OEMs). We will also target potential customers to offer customized applications to meet their industry requirements.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.

Certain of our accounting policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s subjective judgments are described below to facilitate a better understanding of our business activities. We base our judgments on our experience and assumptions that we believe are reasonable and applicable under the circumstances.

Revenue Recognition - Our revenues are recognized in accordance with SOP 97-2, “Software Revenue Recognition” [“SOP 97-2”], as amended by SOP 98-4, “Deferral of the Effective Date of SOP 97-2, Software Revenue Recognition” and SOP 98-9, “Modification of SOP 97-2 with Respect to Certain Transactions.” Revenue from the sale of software licenses is recognized when standardized software modules are delivered to and accepted by the customer, the license term has begun, the fee is fixed or determinable and collectability is probable. Revenue from software maintenance contracts and ASP services are recognized ratably over the lives of the contracts. Revenue from professional services is recognized when the service is provided.

We sometimes enter into revenue arrangements in which a customer may purchase a combination of software, maintenance and support, and professional services (multiple-element arrangements). When vendor-specific objective evidence (“VSOE”) of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when that element is sold separately. For maintenance and support, VSOE of fair value is established by renewal rates, when they are sold separately. For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.

Stock Based Compensation – In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment.” SFAS No. 123R is a revision of SFAS No. 123, “Accounting for Stock Based Compensation,” and supersedes Accounting Principles Board’s (“APB”) APB 25. Among other items, SFAS 123R eliminated the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. We adopted SFAS 123R effective January 1, 2006. We currently utilize a standard option pricing model (the Black-Scholes-Merton Model) to measure the fair value of stock options granted to employees. Under the “modified prospective” method, which we have chosen to use, compensation cost is recognized in the financial statements beginning with the effective method date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 123R.

SFAS 123R also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as previously required.

Results of Operations

The following table sets forth, for the periods indicated, certain items from the consolidated statements of operations. Comparative analysis of ratios of costs and expenses to revenues is not shown in the following narrative discussion as management believes such ratios to be uninformative due to the insignificant levels of revenues in each period.

	For the Three Months Ended						For the Six Months Ended
	April 30,						April 30,
	2009			2008			2009			2008
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	31,701		$	16,435		$	47,827			25,716

Operating expenses
Compensation costs		137,515			362,306			357,080			758,992
Consulting fees		15,293			14,705			28,467			85,080
Advertising		15,877			54,713			33,365			133,565
Professional fees		43,134			146,086			99,792			217,346

Interest and debt costs		1,009			2,587			2,477			19,907
Income tax provision (benefit)		—			—			—			—

Net loss		(218,001	)		(585,300	)		(141,147	)		(1,234,033	)

Net loss per share – basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.05	)

Comparison of the Three Months Ended April 30, 2009 and 2008

Revenues

Our revenues for the three months ended April 30, 2009 and 2008, of $31,701 and $16,435 respectively remain primarily from services. Service revenues include revenues from fees charged for the implementation of our software products and training of customers in the use of such products. Revenues for the period increased by approximately $15,000 or 93%. We are currently selling our software over the internet and are in initial discussions with companies which may want to license or joint venture some of our software applications.

Operating Expenses

Our operating expenses consist primarily of compensation costs, advertising and professional services.

Compensation costs consist of payroll and share based compensation, primarily through the issuance of warrants, to employees. Payroll and share based compensation amounted to $123,278 and $14,237 respectively, in the three months ended April 30, 2009 compared to $174,183 and $188,123, respectively, in the three months ended April 30, 2008. Payroll decreased $50,905 (29%) as we continued to implement our strategic plan while we maintained our payroll costs. Share based compensation costs decreased $173,886 (92%) as we now issue warrants to employees on a more selective basis, determined by their qualifications and performance.

Advertising costs have decreased to $15,877 in the three months ended April 30, 2009 from $54,713 in the three months ended April 31, 2008, a decrease of $38,836 (71%). We temporarily reduced our advertising budget as a means of preserving capital as we implement our plan for revenue growth.

Professional fees decreased from $146,086 in the three months ended April 30, 2008 to $43,134 in the three months ended April 30, 2009. The decrease of $102,952 (70%) is primarily a result of investment banking, accounting, audit and legal fees incurred in preparation of our filing as a registered public company in 2008. We expect these fees to decrease during fiscal 2009.

Interest and Debt Costs

Interest expense decreased from $2,587 in the three months ended April 30, 2008 to $1,009 in the three months ended April 30, 2009. The decrease of $1,578 was due to the conversion of $25,000 of the convertible debentures into shares of our common stock in the first quarter of fiscal 2009. The remaining $50,000 in convertible debentures is outstanding as of April 30, 2009.

Net Loss

Net loss in the three months ended April 30, 2009 totaled $218,001 compared to $585,300 in the three months ended April 30, 2008, a decrease of $367,299 (63%).

Comparison of the Six Months Ended April 30, 2009 and 2008

Revenues

Our revenues for the six months ended April 30, 2009 and 2008, of $47,827 and $25,716 respectively remain primarily from services. Service revenues include revenues from fees charged for the implementation of our software products and training of customers in the use of such products. Revenues for the period increased by approximately $22,000 or 86%. We are currently selling our software over the internet and are in initial discussions with companies which may want to license or joint venture some of our software applications.

Operating Expenses

Our operating expenses consist primarily of compensation costs, advertising and professional services.

Compensation costs consist of payroll and share based compensation, primarily through the issuance of warrants, to employees. Payroll and share based compensation amounted to $302,403 and $54,677 respectively, in the six months ended April 30, 2009 compared to $362,144 and $396,848, respectively, in the six months ended April 30, 2008. Payroll decreased $59,741 (16%) as we continued to implement our strategic plan while we maintained our payroll costs. Share based compensation costs decreased $342,171 (86%) as we now issue warrants to employees on a more selective basis, determined by their qualifications and performance.

Advertising costs have decreased to $33,365 in the six months ended April 30, 2009 from $133,565 in the six months ended April 30, 2008, a decrease of $100,200 (75%). We reduced our advertising budget temporarily as a means of preserving capital as we implement our plan for revenue growth.

Professional fees decreased from $217,346 in the six months ended April 30, 2008 to $99,792 in the six months ended April 30, 2009. The decrease of $117,554 (54%) is primarily a result of investment banking, accounting, audit and legal fees incurred in preparation of our filing as a registered public company in 2008. We expect these fees to decrease throughout fiscal 2009. We also incurred no share based consulting fees in 2009, a decrease of $66,667 (100%) from the amount incurred in the six months ended April 30, 2008.

Interest and Debt Costs

Interest expense, the amortization of the convertible debentures’ debt discount and deferred financing costs decreased from $19,907 in the six months ended April 30, 2008 to $2,477 in the six months ended April 30, 2009. The decrease of $17,430 (88%) was primarily due to the debt discount ($8,534) and deferred financing costs ($5,258) becoming fully amortized in the first quarter of fiscal 2008. Interest expense decreased from $6,115 to $2,477, since $25,000 of convertible debentures were converted into shares of our common stock in the six months ended April 30, 2009. The remaining $50,000 in convertible debentures is outstanding as of April 30, 2009.

Income Taxes

The potential future tax benefits resulting from pre-tax losses of $141,147 in fiscal 2009 and $1,234,033 in fiscal 2008 have been fully reserved as we are not able to determine if it is more likely than not that we will be able to realize the tax benefits in the future.

Net Loss

Net loss in the six months ended April 30, 2009 totaled $141,147 compared to $1,234,033 in the six months ended April 30, 2008, a decrease of $1,092,886 (89%).

Liquidity and Capital Resources

We have funded our operations primarily through private placement financings.

In January 2009, a noteholder converted a $25,000 promissory note and $4,062 of accrued interest into 58,124 shares of common stock.

At April 30, 2009 we had cash and cash equivalents and certificates of deposit of $220,000 compared to $780,000 at October 31, 2008. The decrease of $560,000 is attributable to our operating losses.

Cash Flows

Net cash used for operating activities amounted to $559,000 and $713,000 in the six months ended April 30, 2009 and 2008, respectively. Operating costs for compensation, advertising and professional fees were incurred as we implemented our overall strategic business plan and completed the filing of our registration statement.

In the six months ended April 30, 2009 and 2008, respectively, we redeemed $395,000 and $963,000 of our certificate of deposit to use for operating cash.

We believe that cash and cash equivalents and certificates of deposit on hand at April 30, 2009 will not be sufficient to fund our operations at their current level for the next 12 months. At this time we anticipate that we will require new sources of capital or will need to scale down our operations to be more in line with our income and projected income.

Contractual Obligations

N/A

Off-Balance Sheet Arrangements

As of April 30, 2009, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

Our exposure to market rate risk for changes in interest rates relates primarily to our certificates of deposit. At April 30, 2009, these were at fixed rates. Fixed rate financial instruments may have their value adversely impacted due to rising interest rates. Thus, our future investment income may fall short of expectations due to changes in interest rates.

Foreign Exchange Risk

We had foreign currency risks related to revenues and operating expenses denominated in currencies other than the U. S. dollar, however, during fiscal 2007 operations have been transferred from our Canadian subsidiary to the U.S. Thus, we believe such risks will no longer affect our operations.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, '“Noncontroling Interests in Consolidated Financial Statements - an amendment of ARB No. 51.” The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require the following changes. The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to the noncontroling interest be clearly identified and presented on the face of the consolidated statement of income. When a subsidiary is deconsolidated, any retained noncontroling equity investment in the former subsidiary is initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontroling equity investment rather than the carrying amount of that retained investment and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontroling owners. The changes to current practice resulting from the application of SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of SFAS No. 160 before December 15, 2008 is prohibited. The Company has not evaluated the effect, if any, that SFAS No. 160 will have on its financial statements.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”) maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely.

Under the supervision and with the participation of management, the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Exchange Act) at the end of the period covered by this Quarterly Report.

Based upon that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are effective in timely alerting him to material information relative to our company required to be disclosed in our periodic filings with the SEC.

Change in Internal Controls

Our Certifying Officer has indicated that there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to affect, such control.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS.

RISK FACTORS

An investment in our shares is speculative and involves a high degree of risk. Therefore, you should not invest in our shares unless you are able to bear a loss of your entire investment. You should carefully consider the following factors as well as the other information contained herein before deciding to invest in our shares. Factors that could cause actual results to differ from our expectations, statements or projections include the risks and uncertainties relating to our business described above. This report and statements that we may make from time to time may contain forward-looking information. There can be no assurance that actual results will not differ materially from our expectations, statements or projections.

Risk Factors Relating to Our Business

The following are some, but not all, of the Risk Factors disclosed in our annual report on Form 10-KSB:

Our limited cash balance will only permit us to operate for a limited time, unless our revenues rise substantially or we obtain additional financing soon.

Unless we obtain cash from revenues and/or financing our current assets of $238,509 would be exhausted in about two months at our cash “burn” rate of $111,116 experienced during our last fiscal year.

Our independent auditors have qualified their opinion on our financial statements, expressing substantial doubt whether we can continue as a going concern, in light of the uncertainty of our obtaining additional financing on a timely basis and other factors described in Note 2 to the financial statements in this report.

We have a limited operating history and limited historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties or successfully implement our existing and new products and services. If we fail to do so, it could materially harm our business and impair the value of our Common Stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits that we anticipate in the future.

Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. Our failure to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We have incurred losses since inception and we may be unable to achieve profitability or generate positive cash flow.

We have incurred substantial net losses since our inception, and we may be unable to achieve profitability in the future. If we continue to incur losses, we may be unable to implement our business plan described herein, including the following:

• increase the number of products we sell

• increase our sales and marketing activities, including the number of our sales personnel

• acquire additional businesses.

As of April 30, 2009 we had an accumulated deficit of $6,386,764. We may not achieve profitability if our revenues increase more slowly than we expect, and/or if operating expenses exceed our expectations or cannot be adjusted to compensate for lower than expected revenues. If we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis. Any of the factors discussed above could cause our stock price to decline, if and when our Common Stock commences trading, of which there is no assurance.

ITEM 6. EXHIBITS

31.1 Certification by the Principal Executive Officer and Principal Financial Officer of Mobiform Software, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)) (furnished herewith).

32.1 Certification by the Principal Executive Officer and Principal Financial Officer of Mobiform Software, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

SIGNATURES

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

Dated: June 12, 2009

MOBIFORM SOFTWARE, INC.

	By:	/s/ Allen Ronald DeSerranno
		Allen Ronald DeSerranno Chief Executive Officer and Chief Financial Officer