Intelligent
Communication Enterprise Corporation
|
|
(Exact
name of registrant as specified in its charter)
|
|
Pennsylvania
|
25-1229323
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
13
Spottiswoode Park Road
|
|
Singapore
|
088640
|
(Address
of principal executive offices)
|
(Zip
Code)
|
+65
6324 0225
|
|
(Registrant’s
telephone number, including area code)
|
|
Securities
registered pursuant to Section 12(b) of the Exchange
Act:
|
|
Title
of each class
|
Name
of each exchange on which registered
|
n/a
|
n/a
|
Securities
registered pursuant to Section 12(g) of the Exchange
Act:
|
|
Common
Stock, Par Value $0.0001
|
|
(Title
of Class)
|
Large
accelerated filer o
|
Accelerated
filer ¨
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
Item
|
Description
|
Page
|
Special
Note Regarding Forward-Looking Statements
|
1
|
|
Part
I
|
||
Item
1
|
Business
|
2
|
Item
1A
|
Risk
Factors
|
6
|
Item
1B
|
Unresolved
Staff Comments
|
10
|
Item
2
|
Properties
|
10
|
Item
3
|
Legal
Proceedings
|
11
|
Item
4
|
Reserved
|
11
|
Part
II
|
||
Item
5
|
Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
11
|
Item
6
|
Selected
Financial Data
|
12
|
Item
7
|
Management’s
Discussion and Analysis of Financial Condition and
Results of Operations
|
12
|
Item
7A
|
Quantitative
and Qualitative Disclosures about Market Risk
|
14
|
Item
8
|
Financial
Statements and Supplementary Data
|
14
|
Item
9
|
Changes
in and Disagreements with Accountants on Accounting
and Financial Disclosure
|
14
|
Item
9A(T)
|
Controls
and Procedures
|
15
|
Item
9B
|
Other
Information
|
17
|
Part
III
|
||
Item
10
|
Directors,
Executive Officers and Corporate Governance
|
17
|
Item
11
|
Executive
Compensation
|
19
|
Item
12
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
21
|
Item
13
|
Certain
Relationships and Related Transactions, and
Director Independence
|
22
|
Item
14
|
Principal
Accounting Fees and Services
|
23
|
Part
IV
|
||
Item
15
|
Exhibits,
Financial Statement Schedules
|
24
|
Signatures
|
28
|
·
|
credit
card cloning;
|
·
|
credit
card theft;
|
·
|
credit
card not present (i.e., as in the case of e-shopping);
and
|
·
|
identity
theft.
|
|
(1)
|
messaging
aggregator customers, who collect multimedia messages from their corporate
and wholesale customers and send them to Radius for processing and onward
termination on the mobile networks worldwide that Radius is connected to;
and
|
|
(2)
|
enterprise
customers, who are companies and individuals with the need to keep in
contact with their customers, members, or other such groups via
SMS.
|
·
|
text
messaging (SMS)
|
·
|
customer
participation such as contests, voting, surveys, content downloads (e.g.,
ringtone, wallpaper, and so on) (premium
SMS)
|
·
|
accessing
the wireless web on the mobile
(WAP)
|
·
|
Multimedia
Messaging Service (MMS)
|
·
|
strategic
planning of enterprise customers’ mobile-marketing
requirements
|
·
|
project
coordination and implementation
|
·
|
billing
|
·
|
succeed
in developing products that are equal to or superior to our products or
that achieve greater market acceptance than our
products;
|
·
|
devote
greater resources to developing, marketing, or selling their
products;
|
·
|
respond
more quickly to new or emerging technologies or technical advances and
changes in customer requirements, which could render our technologies or
products obsolete;
|
·
|
introduce
products that make the continued development of our current and future
products uneconomical;
|
·
|
obtain
patents that block or otherwise inhibit our ability to develop and
commercialize our products;
|
·
|
withstand
price competition more successfully than we
can;
|
·
|
establish
cooperative relationships among themselves or with third parties that
enhance their ability to address the needs of our prospective customers;
and
|
·
|
take
advantage of acquisition or other opportunities more readily than we
can.
|
·
|
lack
of independent directors on our audit
committee;
|
·
|
insufficient
segregation of duties in our finance and accounting function due to
limited personnel;
|
·
|
insufficient
corporate governance policies; and
|
·
|
accounting
for technical matters.
|
·
|
direct
competitors providing wireless identity verification solutions;
and
|
·
|
indirect
competitors providing authorization or identity verification solutions for
credit card use.
|
Low
|
High
|
||
Fiscal
year ending December 31, 2010:
|
|||
Quarter
ending June 30, 2010 (through April 9)
|
$0.25
|
$0.51
|
|
Quarter
ended March 31, 2010
|
0.01
|
1.20
|
|
Fiscal
year ended December 31, 2009:
|
|||
Quarter
ended December 31
|
0.05
|
0.97
|
|
Quarter
ended September 30
|
0.30
|
2.00
|
|
Quarter
ended June 30
|
0.60
|
0.90
|
|
Quarter
ended March 31
|
0.80
|
2.80
|
|
Fiscal
year ended December 31, 2008:
|
|||
Quarter
ended December 31
|
1.60
|
10.00
|
|
Quarter
ended September 30
|
6.00
|
26.00
|
|
Quarter
ended June 30
|
26.00
|
100.00
|
|
Quarter
ended March 31
|
80.00
|
600.00
|
Year
Ended December 31, 2009
|
Year
Ended December 31, 2008
|
||||
Revenue
|
|||||
Corporate
and PIV
|
$ |
--
|
$ |
2,500
|
|
Mobile
messaging
|
9,659,154
|
--
|
|||
$ |
9,659,154
|
$ |
2,500
|
||
Loss
|
|||||
Corporate
and PIV
|
$ |
(1,488,443)
|
$ |
(2,835,748)
|
|
Mobile
messaging
|
(2,217,682)
|
--
|
|||
$ |
(3,706,125)
|
$ |
(2,835,748)
|
·
|
We
plan to recruit one or more independent board members to join our board of
directors in due course. Such recruitment will include at least
one person that qualifies as an audit committee financial expert to join
as an independent board member and as an audit committee
member.
|
·
|
We
plan to recruit additional employees within the accounting functions when
resources permit.
|
Name
|
Age
|
Title
|
Tenure
|
|||
Luther
L. Jao
|
44
|
President,
Director,
Chief
Executive Officer
|
09/14/09
to date
|
|||
Bala
Balamurali
|
44
|
Director
|
11/17/09
to date
|
|||
Kenneth
G.C. Telford
|
60
|
Chief
Financial Officer, Secretary
|
03/18/08
to date
|
Name
and Principal Position
|
Year
Ended
Dec.
31
|
Salary
($)
|
Bonus
($)
|
Stock
Award(s)
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compen-
sation
|
Change
in
Pension
Value
and
Non-
Qualified
Deferred
Compen-
sation
Earnings
($)
|
All
Other
Compen-
sation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Luther
L. Jao, CEO(1)
|
2009
|
17,500
|
--
|
--
|
31,765
|
--
|
--
|
--
|
49,265
|
Kenneth
G.C. Telford,
|
2009
|
106,000
|
--
|
--
|
31,765
|
--
|
--
|
--
|
137,765
|
CFO(2)
|
2008
|
93,500
|
40,000
|
3,547
|
14,180
|
--
|
--
|
--
|
151,227
|
2007
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Stephen
Cutler, CEO(3)
|
2009
|
80,000
|
--
|
--
|
--
|
--
|
--
|
--
|
80,000
|
2008
|
80,000
|
35,000
|
1,248
|
1,248
|
--
|
--
|
--
|
117,496
|
|
2007
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexer-
cised
Options
(#)
Exer-
cisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options(#)
|
Option
Exercise
Price($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
Held
That
Have
Not
Vested(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested($)
|
Luther
L. Jao
|
112,500
|
112,500
|
--
|
0.293
|
11/12/14
|
--
|
--
|
--
|
--
|
Kenneth
G.C. Telford
|
112,500
|
112,500
|
--
|
0.293
|
11/12/14
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compen-
sation
($)
|
Total
($)
|
Luther
Jao, Chairman
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Bala
Balamurali
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Lim
Wong(1)
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Simoun
Ung(2)
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Derek
Hjelm(3)
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Name of Person or Group
|
Nature of Ownership
|
Amount
|
Percent
|
Principal
Stockholders:
|
|||
Dutt
Devika Maria
|
Common
Stock
|
37,944,723
|
40.5%
|
711/32 Green Hill, Povorim | |||
Goa 403501 | |||
India | |||
Goh
Wan Nee
|
Common
Stock
|
8,842,500
|
9.4%
|
100-2, Seri Duta 1, Jalan Gallagher, | |||
Taman Duta, 50450 Kuala Limpur | |||
Malaysia | |||
Infinity
Wealth Management
|
Common
Stock
|
8,700,000
|
9.3%
|
3905 Two Exchange Square | |||
Suite 8156, Connaught Place | |||
Central, Hong Kong | |||
Crayton
Finance Limited
|
Common
Stock
|
7,514,046
|
8.0%
|
3rd Floor, Omar Hodge Building | |||
Wickhams Cay I, P.O. Box 362, Road Town | |||
Tortola, British Virgin Islands | |||
Putian
International Pte. Ltd.
|
Common
Stock
|
6,000,000
|
6.4%
|
391B Orchard Road | |||
#23-01 Ngee Ann City Tower 8 | |||
238874 Singapore | |||
Named
Executive Officers and Directors:
|
|||
Luther
L. Jao
|
Common
Stock
|
--
|
*
|
13
Spottiswoode Park Road
|
Options
|
225,000
|
*
|
Singapore 088640
|
Total
|
225,000
|
*
|
Bala
Balamurali
|
Common
Stock
|
1,741,272
|
1.9%
|
13
Spottiswoode Park Road
|
|||
Singapore 088640
|
|||
Kenneth
Telford
|
Common
Stock
|
1,707
|
*
|
13
Spottiswoode Park Road
|
Options
|
225,000
|
*
|
Singapore 088640
|
Total
|
226,707
|
*
|
All
Executive Officers and
Directors
as a Group (3 persons):
|
Common
Stock
|
1,742,979
|
1.9%
|
Options
|
450,000
|
*
|
|
Total
|
2,192,979
|
2.3%
|
*
|
Less
than 1%.
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
||||
Equity
compensation plans approved
by
security holders
|
--
|
--
|
--
|
|||
Equity
compensation plans not approved
by
security holders
|
682,062
|
$0.293
|
--
|
|||
Total
|
682,062
|
$0.293
|
--
|
December
31, 2009
|
December
31, 2008
|
||
Audit
Fees
|
$57,534
|
$60,000
|
|
Audit
Related Fees
|
--
|
--
|
|
Tax
Fees
|
--
|
--
|
|
All
Other Fees
|
--
|
--
|
|
Total
Fees
|
$57,534
|
$60,000
|
Exhibit
Number
|
Title
of Document
|
Location
|
||
Item
2
|
Plan
of Acquisition, Reorganization
Arrangement,
Liquidation, or Succession
|
|||
2.01
|
Stock
Purchase Agreement between Mobiclear Inc. and Whitefields Capital Limited
entered November 12, 2009
|
Incorporated
by reference from the Current Report on Form 8-K filed November 17,
2009
|
||
2.02
|
Stock
Purchase Agreement between Intelligent Communication Enterprise
Corporation and Whitefields Capital Limited entered January 20,
2010
|
Incorporated
by reference from the Current Report on Form 8-K filed January 22,
2010
|
||
Item
3
|
Articles
of Incorporation and Bylaws
|
|||
3.14
|
Amended
and Restated Articles of Incorporation of BICO, Inc. as filed with the
Secretary of State of the Commonwealth of Pennsylvania
|
Incorporated
by reference from the Current Report on Form 8-K filed November 12,
2004
|
||
3.15
|
Certificate
of Designation of Series M Preferred Stock as filed with the Secretary of
State of the Commonwealth of Pennsylvania
|
Incorporated
by reference from the Current Report on Form 8-K filed November 12,
2004
|
||
3.17
|
Joint
Second Amended Plan of Reorganization dated August 3, 2004
|
Incorporated
by reference from the Current Report on Form 8-K filed November 12,
2004
|
||
3.18
|
Order
Approving Joint Second Amended Plan of Reorganization dated October 14,
2004
|
Incorporated
by reference from the Current Report on Form 8-K filed November 12,
2004
|
||
3.19
|
Amended
and Restated Certificate of Designation for Series M
Preferred
|
Incorporated
by reference from the Current Report on Form 8-K filed March 30,
2005
|
||
3.20
|
By-Laws
of MobiClear Inc. as amended on October 13, 2006
|
Incorporated
by reference from the Annual Report on Form 10-KSB for the year ended
December 31, 2006, filed April 2,
2007
|
Exhibit
Number
|
Title
of Document
|
Location
|
||
3.21
|
Amendment
to Articles of Incorporation as filed with the Secretary of State of the
Commonwealth of Pennsylvania
|
Incorporated
by reference from the Current Report on Form 8-K filed December 4,
2006
|
||
3.22
|
Amendment
to Articles of Incorporation as filed with Pennsylvania Department of
State Corporate Bureau
|
Incorporated
by reference from the Current Report on Form 8-K filed July 2,
2008
|
||
3.23
|
Amendment
to Articles of Incorporation as filed September 22, 2009, with the
Pennsylvania Department of State Corporate Bureau
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2009, filed October 29, 2009
|
||
3.24
|
Amendment
to Articles of Incorporation as filed November 30, 2009, with the
Pennsylvania Department of State Corporate Bureau
|
Incorporated
by reference from the Current Report on Form 8-K filed December 30,
2009
|
||
Item
4
|
Instruments
Defining the Rights of Security Holders, Including
Debentures
|
|||
4.01
|
Specimen
stock certificate
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008, filed August 14, 2008
|
||
Item
10
|
Material
Contracts
|
|||
10.5
|
Employment
Agreement with Lim Wong dated January 1, 2007
|
Incorporated
by reference from the Annual Report on Form 10-KSB for the year ended
December 31, 2006, filed April 2, 2007
|
||
10.7
|
Employment
Agreement with Kenneth Telford dated March 16, 2008
|
Incorporated
by reference from the Current Report on Form 8-K on March 24,
2008
|
||
10.8
|
Letter
Agreement between the Company and Simoun Ung dated December 1,
2007
|
Incorporated
by reference from the Annual Report on Form 10-KSB for the year ended
December 31, 2007, filed April 15, 2008
|
||
10.9
|
Amendment
to Letter Agreement between the Company and Simoun Ung dated
April 12, 2008
|
Incorporated
by reference from the Annual Report on Form 10-KSB for the year ended
December 31, 2007, filed April 15, 2008
|
||
10.11
|
Employment
Agreement between Mobiclear Inc. and Stephen P. Cutler, effective as of
April 30, 2008
|
Incorporated
by reference from the Current Report on Form 8-K filed May 13,
2008
|
Exhibit
Number
|
Title
of Document
|
Location
|
||
10.12
|
Employment
Agreement between Mobiclear Inc. and Edward C. Pooley, effective as of
April 30, 2008
|
Incorporated
by reference from the Current Report on Form 8-K filed May 13,
2008
|
||
10.13
|
Asset
Purchase and Sale Agreement made June 26, 2008, between Bastion
Payment Systems Corporation and Mobiclear Inc.
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008, filed August 14, 2008
|
||
10.14
|
Outsourcing
Agreement between Bastion Payment Systems Corporation and Mobiclear Inc.
dated August 8, 2008
|
Incorporated
by reference from the Current Report on Form 8-K filed October 14,
2008
|
||
10.15
|
Stock
Purchase Agreement between Bastion Payment Systems Corporation and
Mobiclear Inc. dated September 18, 2008
|
Incorporated
by reference from the Current Report on Form 8-K filed October 14,
2008
|
||
10.16
|
Employment
Agreement between Mobiclear Inc. and Paul Pasion executed September 28,
2008, and effective as of September 1, 2008
|
Incorporated
by reference from the Current Report on Form 8-K filed October 14,
2008
|
||
10.17
|
Convertible
Promissory Note Due August 31, 2009, to Charter Finance Group, Ltd., in
the amount of $50,000
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008, filed November 14, 2008
|
||
10.18
|
Convertible
Promissory Note Due September 30, 2009, to Raleston Consultants, Inc., in
the amount of $173,800
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008, filed August 14, 2008
|
||
10.19
|
Convertible
Promissory Note Due September 30, 2009, to DBP Holdings, Ltd., in the
amount of $77,702
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008, filed August 14, 2008
|
||
10.20
|
Form
of Warrant to Purchase 500,000 Shares of Common Stock, par value $0.0001
(Charter Finance Group, Ltd., Raleston Consultants, Inc., and DBP
Holdings, Limited, warrant holders) with schedule
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008, filed August 14, 2008
|
||
10.21
|
Memorandum
of Agreement for Strategic Investment in Mobiclear, effective as of
February 16, 2009
|
Incorporated
by reference from the Current Report on Form 8-K filed February 23,
2009
|
||
10.22
|
Convertible
Promissory Note dated September 1, 2009
|
Incorporated
by reference from the Current Report on Form 8-K filed September 8,
2009
|
Exhibit
Number
|
Title
of Document
|
Location
|
||
10.23
|
Employment
Agreement between Mobiclear Inc. and Luther Jao dated September 14,
2009
|
Incorporated
by reference from the Current Report on Form 8-K filed September 18,
2009
|
||
10.24
|
Convertible
Promissory Note dated November 12, 2009
|
Incorporated
by reference from the Current Report on Form 8-K filed November 17,
2009
|
||
Item
14.
|
Code
of Ethics
|
|||
14.01
|
Policy
Statement on Business Ethics and Conflicts of Interest
|
Incorporated
by reference from the Annual Report on Form 10-KSB for the year ended
December 31, 2004, filed May 23, 2005
|
||
Item
21.
|
Subsidiaries
of the Registrant
|
|||
21.01
|
Schedule
of Subsidiaries
|
This
filing
|
||
Item
31.
|
Rule
13a-14(a)/15d-14(a) Certifications
|
|||
31.01
|
Certification
of Principal Executive Officer Pursuant to Rule 13a-14
|
This
filing
|
||
31.02
|
Certification
of Principal Financial Officer Pursuant to Rule 13a-14
|
This
filing
|
||
Item
32.
|
Section
1350 Certifications
|
|||
32.01
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
This
filing
|
||
32.02
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
This
filing
|
*
|
The
number preceding the decimal indicates the applicable SEC reference number
in Item 601, and the number following the decimal indicating the sequence
of the particular document. Omitted numbers in the sequence
refer to documents previously filed with the SEC as exhibits to previous
filings, but no longer required.
|
INTELLIGENT
COMMUNICATION ENTERPRISE CORPORATION
|
||
Date: April
15, 2010
|
By:
|
/s/
Luther L. Jao
|
Luther
L. Jao
|
||
President
and Principal Executive Officer
|
||
Date: April
15, 2010
|
By:
|
/s/
Kenneth G.C. Telford
|
Kenneth
G.C. Telford
|
||
Principal
Financial and Accounting Officer
|
|
|
/s/
Luther L. Jao
|
Luther
L. Jao
|
||
President,
Chief Executive Officer, and Director
|
||
|
|
/s/
Bala Balamurali
|
Bala
Balamurali
|
INTELLIGENT
COMMUNICATION ENTERPRISE CORPORATION
|
|||||
(formerly
Mobiclear Inc.)
|
|||||
Consolidated
Balance Sheets
|
|||||
December
31, 2009 and 2008
|
|||||
2009
|
2008
|
||||
Assets
|
|||||
Current
assets:
|
|||||
Cash
|
$
|
620,412
|
$
|
14,138
|
|
Restricted
cash
|
152,392
|
-
|
|||
Accounts
receivable, net
|
1,782,553
|
3,474
|
|||
Prepaid
expenses and deposits
|
198,161
|
3,110
|
|||
Income
taxes receivable
|
14,108
|
-
|
|||
Total
current assets
|
2,767,626
|
20,722
|
|||
Property
and equipment, net
|
784,702
|
8,521
|
|||
Intangible
assets, net
|
2,037,291
|
-
|
|||
Total
assets
|
$
|
5,589,619
|
$
|
29,243
|
|
Liabilities
and Stockholders' Deficiency
|
|||||
Current
liabilities:
|
|||||
Accounts
payable
|
$
|
2,296,860
|
$
|
382,572
|
|
Accrued
expenses
|
1,166,916
|
28,708
|
|||
Accrued
compensation
|
6,996
|
440,150
|
|||
Customer
deposits and deferred revenue
|
459,386
|
-
|
|||
Amounts
due to stockholder
|
515,061
|
-
|
|||
Promissory
note
|
17,352
|
-
|
|||
Convertible
notes payable, net of discounts
|
1,787,454
|
265,108
|
|||
Equity
line of credit, net of debt discount
|
-
|
310,294
|
|||
Total
current liabilities
|
6,250,025
|
1,426,832
|
|||
Stockholders'
Deficiency
|
|||||
Preferred
stock:
|
|||||
$0.0001
par value, authorized 150,000,000
|
|||||
issued
and outstanding nil shares (2008 - nil)
|
-
|
-
|
|||
Common
stock:
|
|||||
$0.0001
par value, authorized 250,000,000,000 shares
|
|||||
issued
and outstanding 62,381,118 shares (2008 - 338,139)
|
6,239
|
33
|
|||
Additional
paid in capital
|
15,353,102
|
10,826,627
|
|||
Deficit
|
(15,955,706)
|
(12,249,581)
|
|||
Accumulated
other comprehensive gain (loss)
|
(64,041)
|
25,332
|
|||
Total
stockholders' deficiency
|
(660,406)
|
(1,397,589)
|
|||
Total
liabilities and stockholders' deficiency
|
$
|
5,589,619
|
$
|
29,243
|
|
See
accompanying notes to consolidated financial statements.
|
INTELLIGENT
COMMUNICATION ENTERPRISE CORPORATION
|
|||||
(formerly
Mobiclear Inc.)
|
|||||
Consolidated
Statements of Operations
|
|||||
For
the years ended December 31, 2009 and 2008
|
|||||
2009
|
2008
|
||||
Revenue
|
$
|
9,659,154
|
$
|
2,500
|
|
Cost
of revenue
|
7,776,285
|
-
|
|||
Gross
margin
|
1,882,869
|
2,500
|
|||
Expenses:
|
|||||
General
and administrative
|
5,295,488
|
2,445,491
|
|||
Research
and development
|
37,707
|
131,121
|
|||
5,333,195
|
2,576,612
|
||||
Other
income and expense:
|
|||||
Interest
expense
|
(65,905)
|
(297,604)
|
|||
Interest
expense - related parties
|
(199,345)
|
(55,302)
|
|||
Gain
on settlement of debt
|
-
|
104,885
|
|||
Interest
income
|
9,451
|
160
|
|||
(255,799)
|
(247,861)
|
||||
Loss
from operations
|
(3,706,125)
|
(2,821,973)
|
|||
Equity
in loss of affiliate
|
-
|
(13,775)
|
|||
Net
loss for the period
|
$
|
(3,706,125)
|
$
|
(2,835,748)
|
|
Loss
per share - basic and diluted
|
$
|
(0.63)
|
$
|
(44.65)
|
|
Weighted
average number of shares outstanding
|
5,866,815
|
63,507
|
|||
See
accompanying notes to consolidated financial statements.
|
|||||
INTELLIGENT
COMMUNICATION ENTERPRISE CORPORATION
|
|||||||||||||
(formerly
Mobiclear Inc.)
|
|||||||||||||
Consolidated
Statement of Stockholders' Deficiency and Comprehensive
Loss
|
|||||||||||||
For
the years ended December 31, 2009 and 2008
|
|||||||||||||
Common
Stock Number of Shares
|
Amount
|
Additional
Paid-in Capital
|
Deficit
|
Accumulated
Other Comprehensive Gain (Loss)
|
Total
Stockholders' Deficiency
|
||||||||
Balance
December 31, 2007
|
11,076
|
$
|
1
|
$
|
7,464,077
|
$
|
(9,413,833)
|
$
|
(47,784)
|
$
|
(1,997,539)
|
||
Net
loss
|
-
|
-
|
-
|
(2,835,748)
|
-
|
(2,835,748)
|
|||||||
Foreign
currency translations
|
-
|
-
|
-
|
-
|
73,116
|
73,116
|
|||||||
Comprehensive
loss
|
(2,762,632)
|
||||||||||||
Conversion
of equity line of credit received in 2007
|
5,367
|
-
|
601,474
|
-
|
-
|
601,474
|
|||||||
Conversion
of equity lines of credit received during 2008
|
274,157
|
28
|
811,124
|
-
|
-
|
811,152
|
|||||||
Common
stock issued for settlement of debt
|
6,351
|
1
|
657,457
|
-
|
-
|
657,458
|
|||||||
Common
stock issued for services
|
2,796
|
-
|
77,418
|
-
|
-
|
77,418
|
|||||||
Common
stock issued to related parties for services
|
521
|
-
|
5,419
|
-
|
-
|
5,419
|
|||||||
Common
stock issued to related parties
|
|||||||||||||
for
settlement of debt
|
4,031
|
-
|
244,718
|
-
|
-
|
244,718
|
|||||||
|
|||||||||||||
Common
stock issued to related party
|
|||||||||||||
for
settlement of accrued compensation
|
90
|
-
|
63,287
|
-
|
-
|
63,287
|
|||||||
Common stock issued to related party | |||||||||||||
for
acquisition of software products
|
25,000
|
3
|
624,997
|
-
|
-
|
625,000
|
|||||||
Common
stock issued to related party for shares
|
|||||||||||||
of
subsidiary
|
6,250
|
-
|
37,500
|
-
|
-
|
37,500
|
|||||||
Common
stock issued on exercise of warrants
|
2,500
|
-
|
4,325
|
-
|
-
|
4,325
|
|||||||
Options
issued to related party for services
|
-
|
-
|
49,304
|
-
|
-
|
49,304
|
|||||||
Warrants
issued to related parties for change of
|
|||||||||||||
debt
to convertible notes payable
|
-
|
-
|
42,201
|
-
|
-
|
42,201
|
|||||||
Beneficial
conversion feature of convertible notes payable
|
-
|
-
|
143,326
|
-
|
-
|
143,326
|
|||||||
Balance
December 31, 2008
|
338,139
|
$
|
33
|
$
|
10,826,627
|
$
|
(12,249,581)
|
$
|
25,332
|
$
|
(1,397,589)
|
||
Net
loss
|
-
|
-
|
-
|
(3,706,125)
|
-
|
(3,706,125)
|
|||||||
Foreign
currency translations
|
-
|
-
|
-
|
-
|
(89,373)
|
(89,373)
|
|||||||
Comprehensive
loss
|
(3,795,498)
|
||||||||||||
Adjust
for shares issued on 2008 reverse split
|
192
|
-
|
-
|
-
|
-
|
-
|
|||||||
Adjust
for shares issued on 2009 reverse split
|
20,605
|
2
|
(2)
|
-
|
-
|
-
|
|||||||
Conversion
of equity lines of credit
|
1,047,459
|
105
|
417,544
|
-
|
-
|
417,649
|
|||||||
Common
stock issued for services
|
498,000
|
50
|
212,950
|
-
|
-
|
213,000
|
|||||||
Common
stock issued for settlement of debt
|
3,125,060
|
313
|
941,571
|
-
|
-
|
941,884
|
|||||||
Common stock issued for conversion of convertible | |||||||||||||
notes
payable
|
3,093,576
|
309
|
408,035
|
-
|
-
|
408,344
|
|||||||
Common
stock issued for acquisition of subsidiary
|
54,255,318
|
5,426
|
2,403,408
|
-
|
-
|
2,408,834
|
|||||||
Common
stock issued for exercise of options
|
2,769
|
1
|
31
|
-
|
-
|
32
|
|||||||
Options
issued to related party for services
|
-
|
-
|
92,213
|
-
|
-
|
92,213
|
|||||||
Beneficial
conversion feature of convertible notes payable
|
-
|
-
|
50,725
|
-
|
-
|
50,725
|
|||||||
Balance
December 31, 2009
|
62,381,118
|
$
|
6,239
|
$
|
15,353,102
|
$
|
(15,955,706)
|
$
|
(64,041)
|
$
|
(660,406)
|
||
See
accompanying notes to consolidated financial statements.
|
INTELLIGENT
COMMUNICATION ENTERPRISE CORPORATION
|
||||||
(formerly
Mobiclear Inc.)
|
||||||
Consolidated
Statements of Cash Flows
|
||||||
For
the years ended December 31, 2009 and 2008
|
||||||
2009
|
2008
|
|||||
Cash
provided by (used in):
|
||||||
Operating
activities:
|
||||||
Net
loss for the period
|
$
|
(3,706,125)
|
$
|
(2,835,748)
|
||
Adjustment
to reconcile net loss for the period to
|
||||||
net
cash used in operating activities:
|
||||||
Depreciation
of property and equipment
|
543,950
|
3,819
|
||||
Amortization
of intangible assets
|
986,902
|
-
|
||||
Equity
line of credit discount
|
24,706
|
289,586
|
||||
Gain
on settlement of debt
|
-
|
(104,885)
|
||||
Impairment
loss on trademark
|
-
|
20,066
|
||||
Commissions
paid on equity line of credit
|
60,000
|
67,000
|
||||
Issue
of shares for software products
|
-
|
625,000
|
||||
Equity
in loss of affiliate
|
-
|
13,775
|
||||
Common
Stock issued for services
|
213,000
|
77,418
|
||||
Common
Stock issued to related parties for services
|
-
|
5,419
|
||||
Options
issued to related parties for services
|
92,213
|
49,304
|
||||
Amortization
of debt discounts and beneficial conversion
|
||||||
of
convertible loans
|
185,794
|
50,458
|
||||
Changes
in assets and liabilities
|
||||||
Accounts
receivable
|
(587,410)
|
32,610
|
||||
Prepaid
expenses and deposits
|
46,306
|
4,521
|
||||
Accounts
payable
|
780,149
|
259,947
|
||||
Accrued
expenses
|
106,185
|
(11,603)
|
||||
Customer
deposits and revenue in advance
|
305,164
|
-
|
||||
Accrued
compensation
|
159,636
|
442,926
|
||||
Net
cash used in operating activities
|
(789,530)
|
(1,010,387)
|
||||
Investing
activities:
|
||||||
Purchase
of property and equipment
|
(47,105)
|
(254)
|
||||
Cash component upon acquisition | 677,250 | 27 | ||||
Increase
in restricted cash
|
(152,392)
|
-
|
||||
Net
cash provided by (used in) investing activities
|
477,753
|
(227)
|
||||
Financing
activities:
|
||||||
Proceeds
from exercise of options
|
32
|
-
|
||||
Proceeds
from equity lines of credit, net of commissions
|
80,000
|
933,000
|
||||
Repayment
of equity line of credit
|
(40,000)
|
-
|
||||
Advance
from subsidiary pre-acquisition
|
-
|
76,068
|
||||
Proceeds
of convertible notes
|
-
|
50,000
|
||||
Proceeds
from advance from director
|
26,260
|
-
|
||||
Proceeds
from advance from directors of subsidiary
|
||||||
prior
to acquistion
|
460,532
|
-
|
||||
Proceeds
from advance from affiliated company
|
412,736
|
-
|
||||
Net
cash provided by financing activities
|
939,560
|
1,059,068
|
||||
Increase
in cash during the period
|
627,783
|
48,454
|
||||
Foreign
exchange effect on cash
|
(21,509)
|
(60,419)
|
||||
Cash
at beginning of the period
|
14,138
|
26,103
|
||||
Cash
at end of the period
|
$
|
620,412
|
$
|
14,138
|
||
See
accompanying notes to consolidated financial statements.
|
INTELLIGENT
COMMUNICATION ENTERPRISE CORPORATION
|
|||||||
(formerly
Mobiclear Inc.)
|
|||||||
Consolidated
Statements of Cash Flows (continued)
|
|||||||
For
the years ended December 31, 2009 and 2008
|
|||||||
Supplementary
Information:
|
|||||||
2009
|
2008
|
||||||
Interest
paid
|
$
|
98
|
$
|
-
|
|||
Income
taxes paid
|
-
|
-
|
|||||
Non-cash
transactions:
|
|||||||
Convertible
notes payable issued for settlement
|
|||||||
of
accounts payable
|
-
|
354,502
|
|||||
Convertible
note payable issued for settlement
|
|||||||
of
accounts payable, accrued expenses, advances to related
parties
|
829,187
|
-
|
|||||
Promissory
note payable issued for settlement of equity line of
credit
|
17,352
|
-
|
|||||
Warrants
issued with convertible notes payable
|
-
|
42,201
|
|||||
Beneficial
conversion feature issued with
|
|||||||
convertible
notes payable
|
50,725
|
143,326
|
|||||
Common
stock issued for settlement of
|
|||||||
accounts
payable and accrued expenses
|
112,697
|
657,458
|
|||||
Common
stock issued to related parties for
|
|||||||
settlement
of debt
|
-
|
244,718
|
|||||
Common
stock converted for settlement of
|
|||||||
equity
lines of credit
|
417,649
|
1,412,626
|
|||||
Common
stock issued to related party
|
|||||||
for
settlement of accrued compensation
|
-
|
63,287
|
|||||
Common
stock issued for acquisition of subsidiary
|
2,408,834
|
37,500
|
|||||
Common
stock issued for exercise of warrant
|
|||||||
paid
by reduction of convertible note
|
-
|
4,325
|
|||||
Acquisition
of Mobiclear, Inc. (Philippines)
|
|||||||
Fair
value of assets acquired
|
-
|
103,986
|
|||||
Liabilities
assumed
|
-
|
(62,801)
|
|||||
41,185
|
|||||||
See
accompanying notes to consolidated financial statements.
|
Assets
|
||
Cash
|
$ |
618,371
|
Accounts
receivable
|
957,720
|
|
Income
taxes receivable
|
15,762
|
|
Prepaid
expenses
|
221,706
|
|
Due
from related parties
|
1,722
|
|
Property
and equipment
|
929,742
|
|
Intangible
assets
|
3,050,671
|
|
Total
assets
|
5,795,695
|
|
Liabilities
|
||
Accounts
payable and accrued expenses
|
2,228,722
|
|
Customer
deposits and advance revenue
|
165,619
|
|
Due
to related party
|
246,298
|
|
Total
liabilities
|
2,640,640
|
|
Net
assets acquired
|
$ |
3,155,056
|
Intelligent
Communication Enterprise Actual 1/1/2009 to
12/31/2009
|
Radius-ED
Actual 1/1/2009 to 12/31/2009
|
Combined
|
||||||
Revenue
|
$ |
-
|
$ |
9,659,154
|
$ |
9,659,154
|
||
Cost
of revenue
|
- |
7,776,285
|
7,776,285
|
|||||
- |
1,882,869
|
1,882,869
|
||||||
Expenses
|
||||||||
General
and administrative
|
1,185,492
|
4,109,996
|
5,295,488
|
|||||
Research
and development
|
37,707
|
- |
37,707
|
|||||
1,223,199
|
4,109,996
|
5,333,195
|
||||||
Other
income and expense
|
||||||||
Interest
expense
|
(65,905)
|
- |
(65,905)
|
|||||
Interest
expense – related parties
|
(199,345)
|
- |
(199,345)
|
|||||
Interest
income
|
6
|
9,445
|
9,451
|
|||||
(265,244)
|
9,445
|
(255,799)
|
||||||
Net
income (loss) for the period
|
$ |
(1,488,443)
|
$ |
(2,217,682)
|
$ |
(3,706,125)
|
Intelligent
Communication Enterprise Actual 1/1/2008 to 12/31/2008
|
Radius-ED
Actual 1/1/2008 to 12/31/2008
|
Pro
Forma
|
|||
Revenue
|
$ 2,500
|
$ 7,449,695
|
$ 7,452,195
|
||
Net
income (loss) for the period
|
$(2,835,748)
|
$ (962,116)
|
$(3,797,864)
|
||
Loss
per share – basic and diluted
|
$ (44.65)
|
- |
$ (59.80)
|
2009
|
2008
|
|||||
Furniture,
computer equipment and software
|
$ |
2,509,238
|
$ |
13,163
|
||
Leasehold
Improvements
|
48,736
|
- | ||||
Vehicle
|
54,094
|
- | ||||
2,612,068
|
13,163
|
|||||
Less
accumulated depreciation
|
(1,827,366)
|
(4,642)
|
||||
Property
and equipment, net
|
$ |
784,702
|
$ |
8,521
|
2009
|
2008
|
|||||
Customer
relationships
|
$ |
1,271,113
|
$ |
-
|
||
Supplier
contracts
|
1,779,558
|
-
|
||||
3,050,671
|
-
|
|||||
Less
accumulated depreciation
|
(1,013,380)
|
-
|
||||
$ |
2,037,291
|
$ |
-
|
·
|
term
of 12 months from date of issue;
|
·
|
interest
of 10% per annum payable quarterly in
arrears;
|
·
|
convertible
to common shares of the Company:
|
°
|
at
80% of the average market closing price for the Company’s stock for the 10
days prior to conversion if the conversion is initiated by the holder of
the note; and
|
°
|
at
75% of the average market closing price for the Company’s stock for the 10
days prior to conversion if the conversion is initiated by the Company;
and
|
·
|
warrants
to purchase 2,500 shares of common stock of the Company, exercisable for a
period of five years after issuance, at the lesser of the average market
closing price for the 10 days prior to issuance of the warrant and the
holder-initiated conversion rate or Company-initiated conversion rate as
defined in the convertible note at which shares of the Company’s common
stock were most recently issued.
|
·
|
$63,925
due September 30, 2010
|
·
|
$121,343
due October 31, 2010
|
·
|
$102,186
due November 30, 2010
|
·
|
February
10, 2010 - $250,000
|
·
|
May
15, 2010 - $250,000
|
·
|
September
15, 2010 - $500,000
|
·
|
December
10, 2010 - $500,000
|
·
|
issued
608,103 shares of common stock for conversion of $277,649 owed on an
equity line of credit advances received during
2008;
|
·
|
issued 439,356 shares of
common stock for conversion of $140,000 owed on equity lines of credit
advances received in 2009;
|
·
|
issued
498,000 shares of common stock for services with a fair value of
$213,000;
|
·
|
issued
128,000 shares of common stock for settlement of debt with a total fair
value of $112,697;
|
·
|
issued
2,769 shares of common stock for the exercise of options with an aggregate
conversion amount of $32;
|
·
|
issued
2,997,060 shares of common stock on the conversion of the consolidated
convertible note with a fair value of
$829,187;
|
·
|
issued
3,093,576 shares of common stock on the conversion of convertible notes
payable with a fair value of $408,344;
and
|
·
|
issued
54,255,318 shares of common stock for the acquisition of all the
outstanding shares of Radius with a fair value of $10
million.
|
·
|
issued
5,367 shares of common stock for conversion of $601,474 owed on an equity
line of credit advances received during
2007;
|
·
|
issued
274,157 shares of common stock for conversion of $811,152 owed on equity
lines of credit advances received in
2008;
|
·
|
issued
6,351 shares of common stock for settlement of debt with a total fair
value of $657,458;
|
·
|
issued
4,031 shares of common stock for settlement of $244,718 of debt with
related parties with a total fair value of
$244,718;
|
·
|
issued
90 shares of common stock in settlement of accrued compensation of a
director with a fair value of
$63,287;
|
·
|
issued
2,796 shares of common stock in payment for services with a total fair
value of $77,418;
|
·
|
issued
521 shares of common stock to certain management for services with a total
fair value of $5,419;
|
·
|
issued
25,000 shares of common stock for the purchase of certain software
products with a total fair value of
$625,000;
|
·
|
issued
36,250 shares of common stock for the acquisition of shares of a
subsidiary company with a total fair value of $37,500;
and
|
·
|
issued
2,500 shares of common stock for the exercise of warrants with an
aggregate exercise price of $4,325.
|
Number of Warrants
|
Exercise Price
|
Expiry
|
|
||
44
|
$ 500.00
|
2011
|
40
|
575.00
|
2011
|
200
|
4,000.00
|
2012
|
2,500
|
0.22
|
2013
|
2,500
|
0.125
|
2013
|
2,500
|
0.125
|
2013
|
Number
of
|
Weighted
Average
|
|||
Options
|
Exercise
Price
|
|||
Outstanding
at December 31, 2007
|
675
|
$ 0.031
|
||
Options
issued:
|
||||
to
a director on May 3, 2008, fair value of $33,047
|
804
|
0.001
|
||
to
an employee on August 15, 2008, fair value of $14,180
|
1,365
|
0.020
|
||
to
employees on August 15, 2008, fair value of $1,872
|
180
|
0.001
|
||
to
an employee on December 8, 2008, fair value of $205
|
120
|
10.000
|
||
Outstanding
at December 31, 2008
|
3,144
|
|||
to
an employee on May 1, 2009, fair value $96
|
120
|
0.002
|
||
options
forfeited
|
(180)
|
6.66
|
||
options
exercised
|
(2,772)
|
0.001
|
||
to
employees on November 12, 2009, fair value of $92,117
|
681,750
|
0.293
|
||
Outstanding
at December 31, 2009
|
682,062
|
$ 0.293
|
Number
|
Average
|
Number
|
Intrinsic
|
|||||
Outstanding
|
Remaining
|
Exercisable
|
Value
|
|||||
at
|
Contractual
|
at
|
at
|
|||||
December
31,
|
Life
|
December
31,
|
December
31,
|
|||||
Exercise
Price
|
2009
|
(Years)
|
2009
|
2009
|
||||
$0.056
|
312
|
2.83
|
312
|
$ 128
|
||||
0.293
|
681,750
|
4.83
|
326,250
|
118,420
|
2009
|
2008
|
||||
Deferred
tax assets
|
|||||
Net
operating loss carryforwards – United States
|
$ |
1,902,000
|
$ |
1,392,000
|
|
Net
operating loss carryforwards – Foreign
|
1,731,000
|
1,744,000
|
|||
Valuation
allowance
|
(3,633,000)
|
(3,136,000)
|
|||
Net
deferred tax assets
|
$ |
--
|
$ |
--
|
Year Ended | Year Ended | ||||
December 31, 2009 | December 31, 2008 | ||||
Revenue
|
|||||
Corporate
and PIV
|
$ |
-
|
$ |
2,500
|
|
Mobile
messaging
|
9,659,154
|
-
|
|||
$ |
9,659,154
|
$ |
2,500
|
||
Loss
|
|||||
Corporate
and PIV
|
$ |
(1,488,443)
|
$ |
(2,835,748)
|
|
Mobile
messaging
|
(2,217,682)
|
-
|
|||
$ |
(3,706,125)
|
$ |
(2,835,748)
|
||
Assets
|
|||||
Corporate
and PIV
|
$ |
5,478
|
$ |
29,243
|
|
Mobile
messaging
|
5,584,141
|
-
|
|||
$ |
5,589,619
|
$ |
29,243
|
·
|
issued
28,944,723 shares of common stock for the acquisition of all the issued
and outstanding stock, with a fair value of $9,600,000, of Solesys
S.A.;
|
·
|
issued
2,400,000 shares of common stock for services received of a fair value of
$1,140,000; and
|
·
|
converted
$125,282 of advances from shareholder into a convertible promissory note
with interest of 6% payable quarterly in arrears. The
promissory note is due December 31, 2010, and may be converted into common
shares of the Company with a conversion price equal to 85% of the average
closing market price of the Company’s stock for the 10 trading days
immediately preceding the conversion
date.
|