Amp'd Mobile Affidavit

In the United States Bankruptcy Court for the District of Delaware

In re: Chapter 11
AMP'D MOBILE, INC., Debtor.
Case No. 07-10739 (BLS)

Affidavit of Bill Stone in Support of First Day Motions and Applications

State of California
County of Los Angeles

Bill Stone, being duly sworn, deposes and says:

1. On June 1, 2007 (the "Petition Date"), Amp'd Mobile, Inc. ("Amp'd Mobile" or "Amp'd"), debtor in possession (the "Debtor"), commenced a case under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the "Bankruptcy Code") in this Court. I am the President of Amp'd Mobile, Inc. As such, I am familiar with the day-to-day operations, business and financial affairs of the Debtor.

2. The Debtor continues to operate its business and manage its properties as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

3. I submit this affidavit to assist the Court and other parties in interest in understanding the circumstances that compelled the commencement of these chapter 11 cases and in support of the first day motions and applications (the "First Day Motions"). Except as otherwise indicated, all facts set forth in this affidavit are based upon my personal knowledge, information provided to me by certain of the Debtor's employees, my review of relevant documents or my opinion based upon my experience, knowledge and information concerning the operations and financial affairs of the Debtor. If I were called upon to testify, I would testify competently to the facts set forth in this affidavit. I am authorized to submit this affidavit.

Background and Events Leading to the Commencement of the Chapter 11 Cases

A. The Debtor's Business

4. The Debtor was incorporated on December 18, 2003 in Delaware and is in the business of mobile entertainment, providing voice, text and entertainment content to subscribers who contract with the Debtor for cellular telephone service. The Debtor is a Mobile Virtual Network Operator, or MVNO. An MVNO does not build or own its own cellular telephone network. It enters into an agreement with a cellular telephone company that does own such a network, agrees to purchase minutes and megabytes from such network operator on a wholesale basis, and then resells such capacity to individual subscribers on a retail basis. The Debtor entered into a certain Wholesale Agreement with Cellco Partnership d/b/a Verizon Wireless ("Verizon"), the network carrier of the Debtor's MVNO business, on June 1, 2005.

5. The Debtor is the first integrated mobile entertainment company for youth, young professionals and early adopters, and the only third-generation (3G) carrier in the US specifically targeting that demographic. The Debtor distinguishes itself from other cellular providers on the basis of an edgy, irreverent brand image and by providing a large body of entertainment content delivered to the subscriber's handset. The Company's target demographic is 18-25 year olds. By leveraging the power of broadband wireless (EVDO), the Debtor offers traditional services such as voice and text within a completely fresh user interface and 3G technology designed specifically for the "mobile graduate." With a myriad of customizable options to meet each person's individual needs, as well as strategic alliances with top entertainment properties, such as MTV Networks and Universal Music Group, the Debtor brings a more relevant, personal experience to the wireless lifestyle with unique music, video, community, entertainment, sports and gaming offerings divided into various channels for quick and easy access. EVDO combines clarity and coverage with the fastest download speeds in North America.

6. The Debtor's users consumed more than four million videos, songs and mobile games in the first quarter of 2007, doubling the fourth quarter of 2006 figure of two million, with a total of more than six million downloads to date.