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





FORM 10-K


(Mark
One)


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


For
the fiscal year ended December 31, 2009.


or




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


For
the transition period fromto.





Commission
File Number 001-33353


INNOVATIVE CARD
TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)




Delaware
            
            90-0249676State
      or other jurisdiction of
              incorporation
      or organization
            
            (I.R.S.
      Employer
              Identification
      No.)633
      West Fifth Street, Suite 2600
              Los
      Angeles, CA
            
            90071(Address
      of principal executive offices)
            
            (Zip
      Code)




Registrant’s
telephone number, including area code(310) 312-0700





Securities
registered pursuant to Section 12(b) of the Act:





Title of each class
              
              Name of each exchange on which
      registeredCommon
      Stock, $0.001 par value
              
              Over-the-Counter
      Bulletin Board(1)




(1)           On
February 20, 2009, the registrant’s Common Stock was delisted from trading on
the NASDAQ Capital Market





Securities
registered pursuant to Section 12(g) of the Act:


None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act o Yes  xNo





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. oYes  xNo





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.  x  Yes oNo





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 (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).x  Yes  ̈   No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  o




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




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




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  oYes  x  No





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold as of the last business day of the registrant’s most recently
completed second fiscal quarter based upon the closing price of the common stock
as reported on the Over-the-Counter Bulletin Board on such date, was
approximately $5,349,973.





The
number of shares outstanding of Registrant’s common stock, $0.001 par value at
March 15, 2010 was 30,558,562.




DOCUMENTS
INCORPORATED BY REFERENCE




None.







INNOVATIVE
CARD TECHNOLOGIES, INC




FORM 10-K




FOR
THE YEAR ENDED DECEMBER 31, 2009




INDEX




PagePART IItem 1.
                    
                    Business
                    
                    3Item 1A.
                    
                    Risk Factors
                    
                    6Item 2.
                    
                    Properties
                    
                    10Item 3.
                    
                    Legal Proceedings
                    
                    11Item 4.
                    
                    {Removedand
      Reserved)
                    
                    11PART IIItem 5.
                    
                    Market for Registrant’s Common Equity, Related
      Stockholder Matters and IssuerPurchases of Equity Securities
                    
                    11Item 6.
                    
                    Selected Financial Data
                    
                    13Item 7.
                    
                    Management’s Discussion and Analysis of Financial
      Condition and Results ofOperations
                    
                    13Item 7A.
                    
                    Quantitative and Qualitative Disclosures About
      Market Risk
                    
                    22Item 8.
                    
                    Financial Statements and Supplementary
      Data
                    
                    22Item 9.
                    
                    Changes in and Disagreements With Accountants on
      Accounting and Financial Disclosure
                    
                    23Item 9A.
                    
                    Controls and Procedures
                    
                    23Item 9B.
                    
                    Other InformationPART IIIItem 10.
                    
                    Directors, Executive Officers and Corporate
      Governance
                    
                    24Item 11.
                    
                    Executive Compensation
                    
                    28Item 12.
                    
                    Security Ownership of Certain Beneficial Owners
      and Management and Related StockholderMatters
                    
                    30Item 13.
                    
                    Certain Relationships and Related Transactions,
      and Director Independence
                    
                    31Item 14.
                    
                    Principal Accounting Fees and
      Services
                    
                    32PART IVItem 15.
                    
                    Exhibits, Financial Statement
      Schedules
                    
                    32




2




PART I





We
urge you to read this entire Annual Report on Form 10-K, including the” Risk
Factors” section the financial statements and related notes included
herein.  As used in this Annual Report, unless context otherwise
requires, the words “we,” “us,”“our,” “the Company,” “Innovative Card” “InCard”
and “Registrant” refer to Innovative Card Technologies, Inc.  and its
wholly owned subsidiary PSA Co. Also, any reference to “common shares” or”
common stock” refers to our $.001 par value common stock.





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





Certain
statements contained in this Annual Report on Form 10-K constitute
“forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. All statements included in this Annual Report, including those related to
our cash, liquidity, resources and our anticipated cash expenditures, as well as
any statements other than statements of historical fact, regarding our strategy,
future operations, financial position, projected costs, prospects, plans and
objectives are forward-looking statements.  These forward-looking
statements are derived, in part, from various assumptions and analyses we have
made in the context of our current business plan and information currently
available to us and in light of our experience and perceptions of historical
trends, current conditions and expected future developments and other factors we
believe are appropriate in the circumstances. You can generally identify forward
looking statements through words and phrases such as“believe”, “expect”, “seek”,
“estimate”, “anticipate”, “intend”, “plan”, “budget”, “project”, “may likely
result”, “may be”, “may continue”  and other similar
expressions, although not all forward-looking statements contain these
identifying words. We cannot guarantee future results, levels of activity,
performance or achievements, and you should not place undue reliance on our
forward-looking statements.





Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including the risks
described in Part I, Item 1A, “Risk Factors” and elsewhere
in this Annual Report. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint
ventures or strategic investments. In addition, any forward-looking statement
represents our expectation only as of the day this Annual Report was first filed
with the Securities and Exchange Commission (“SEC”) and should not be relied on
as representing our expectations as of any subsequent date. While we may elect
to update forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so, even if our expectations
change.





When
reading any forward-looking statement, you should remain mindful that actual
results or developments may vary substantially from those expressed in or
implied by such statement for a number of reasons or factors.  Each
forward-looking statement should be read in context with and in understanding of
the various other disclosures concerning our company and our business made
elsewhere in this Annual Report as well as our public filings with the SEC. You
should not place undue reliance on any forward-looking statement. We are not
obligated to update or revise any forward-looking statements contained in this
Annual Report or any other filing to reflect new events or circumstances unless
and to the extent required by applicable law.





ITEM
      1.
            BUSINESS




Our
Business





We
develop and market secure products for payment, identification, physical and
logical access applications. Our main focus is on developing One-Time-Passcode
(“OTP”) solutions.  An OTP is a password that is only valid for a
single login session or transaction. OTPs avoid a number of shortcomings that
are associated with traditional (static) passwords. The most important
shortcoming that is addressed by OTPs is that, in contrast to static passwords,
they are not vulnerable to replay attacks. This means that, if a potential
intruder manages to record an OTP that was already used to log into a service or
to conduct a transaction, he will not be able to abuse it since it will be no
longer valid.





Currently,
our main OTP product is the ICT DisplayCard.  The ICT DisplayCard
integrates the security of an OTP token directly into a card the size of a
standard credit or debit card. A token is a portable physical device, typically
in a key-fob form factor, that generates the OTPat the push of a
button.  . During a transaction, this number is entered into a user
interface with other information (such as the user’s static PIN and login name).
This information is relayed to a backend system for authentication. InCard does
not provide the backend authentication server, but rather will integrate our
product into authentication systems provided by other companies including
distributors and other resellers. The ICT DisplayCard’s authentication works
like tokens issued by Verisign, VASCO, RSA, and ActivIdentity, but in a more
convenient, wallet-sized card.





The ICT
DisplayCard can be used for both the enterprise and the on-line banking markets.
The enterprise market, which is served by authentication companies such as
VASCO, ActivIdentity, Verisign, and RSA, have the opportunity  to
offer the ICT DisplayCard as an alternative for end users to replace existing
tokens. We also offer the ICT DisplayCard to financial institutions to increase
the security of on-line banking transactions. In addition to the security
authentication function, our ICT DisplayCard can be specified to have payment
functionality, enabling credit and debit card issuers to enhance anti-fraud
protection.





In
December of 2009, InCard introduced the ICard, our new OTP
product.  The new card sells for significantly less than our ICT
DisplayCard and is intended to service a wider market that our prior
product.  The ICard is a time-based solution that changes its OTP
every 60 seconds.


3


Our
primary focus is and will continue to be the further development, sale and
marketing of OTP solutions.  We anticipate we will expand our
current product offering with other innovative OTP
products.   During the fiscal year ended December 31, 2009, we
continued to expand our ICT DisplayCard sales and marketing
efforts.  During 2009, we achieved the following significant
milestones:





·
            Commenced
      volume manufacturing of our ICT
DisplayCard





·
                      Continued
      planning the expansion of our supply chain·
                      Introduced
      the ICard, our next generation OTP product·
                      Realized
      sales growth of 45%


Industry
Background





The
growth in electronic banking and electronic commerce, and the increasing use and
reliance by business, government and educational institutions upon proprietary
or confidential information that is remotely accessible by many users over
different networks, has made information security a paramount concern.
Enterprises are seeking solutions that will continue to allow them to expand
access to data and financial assets while maintaining network security, and
firms such as VASCO, RSA, VeriSign, and ActivIdentity are providing solutions
for these enterprises. We believe that the tokens provided to end users by these
and other network security firms are generally inconvenient as these tokens have
to be carried outside of a wallet or placed on a keychain or in a pocket. Our
ICT DisplayCard and our ICard offer the same functionality as a token, but in a
form factor that can be carried in a wallet. We believe the increased
convenience offered by our device will provide the end user with a better
experience and greater convenience.





Internet
      and Enterprise Security
                  
                  With
      the advent of personal computers and distributed information systems in
      the form of wide area networks, intranets, local area networks and the
      Internet, as well as other direct electronic links, many organizations
      have implemented applications to enable their work force and third
      parties, including vendors, suppliers and customers, to access and
      exchange data and perform electronic transactions. As a result of the
      increased number of users having direct and remote access to such
      enterprise applications, data and financial assets have become
      increasingly vulnerable to unauthorized access and
  misuse.Individual
      User Security
                  
                  In
      addition to the need for enterprise-wide security, the proliferation of
      personal computers, personal digital assistants and mobile telephones in
      both the home and office settings, combined with widespread access to the
      Internet, have created significant opportunities for electronic commerce
      by individual users such as electronic bill payment, home banking and home
      shopping.





Fueled by
well-publicized incidents, including misappropriation of credit card information
and theft of sensitive personal data, there is a growing perception among many
consumers of risks involved in transmitting information via the Internet. These
incidents and this perception may hamper the development of consumer-based
electronic commerce. Because of these factors, data security firms such as
VASCO, RSA, VeriSign, and ActivIdentity, have seen increasing demand for their
security solutions. Electronic commerce will benefit from the implementation of
improved security measures that accurately identify users and reliably encrypt
data transmissions over the Internet. To address these security concerns, in
2005 many banks in European countries began to issue EMV-compliant smart cards
(credit cards with a micro-chip).





Manufacturing
& Production





Although
we are developing manufacturing processes, we currently outsource a majority of
our manufacturing.  We rely on OEMs, and the ability to produce the
ICT DisplayCard is limited by our supply chain partners and the component
parts we are able to procure.  In the future, we hope to develop OTP
solutions and products which we will manufacture internally and outsource to
multiple supply chain partners.





The
electronics and the EPS display of the ICT DisplayCard is presently being
manufactured in Taiwan by a single supplier, SmartDisplayer,
LTD.  A  European company, NagraID laminates the finished
polymer surfaces including the artwork and other printing that provide the
card’s cosmetic finish. The battery, presently available from only one supplier,
Solicore, Inc. powers the card’s circuitry and display. InCard performs
final testing and quality assurance testing on the finished cards prior to
shipping to our customers, as well as providing custom authentication seeding
for those requiring it.





We
estimate that with our current suppliers and increased, minimal investment in
the company’s manufacturing infrastructure, we have the capacity to produce more
than one million ICT DisplayCards per month, and 10 million ICards per
month.  We believe that our present capacity will meet our anticipated
demand well into 2010. In the event that we receive greater interest or orders
than our projections, our current OEMs and new supply chain partners that are
currently being qualified, have indicated to us that they will be able to
significantly increase capacity.


4


Our
Strategy Sales & Marketing





We
currently directly market our products as well as selling our products through
resellers and distributors who provide security technology such as tokens for
enterprise security and on-line banking applications.  These resellers
are not obligated to sell our product and in fact the degree of success of these
resellers will depend on our ability to develop interest in our OTP products
with end-users and with companies that need or provide security solutions.
Presently, our sales cycle takes several months and generally requires
negotiation and completion of a pilot program before any order for our cards. We
are currently in the process of several pilot programs, at various stages, for
the ICT DisplayCard through several large commercial entities. If these pilot
programs are successful, we anticipate that the resellers will order commercial
quantities of cards in greater quantities.   In the future, our
OTP products will be sold through a similar sales channel as well as on a direct
sales basis.





The
resellers for our ICT DisplayCard include Actividentity, Entrust,
Gemalto,  and Verisign. These companies sell a complete security
solution, either by themselves or with other providers. Although some of these
resellers are required to make a deposit at the time an order is submitted, our
reseller agreements do not generally contain any minimum order
requirements.  The extent to which these resellers market and sell our
products will depend on the reseller’s customer experience with our
products  and our ability to provide a quality product, to deliver
quantities as needed by the reseller, and to offer competitive
pricing.




Research
& Development





We
conduct research and development activities both in-house and at outside
laboratories.  We have purchased materials and components for our
products under development from a number of technology companies.




We have
spent $258,532 and $467,887 for research and development for the fiscal years
ended December 31, 2009 and 2008, respectively.





Intellectual
Property





We rely
on a combination of patent, trademark and trade secret laws as well as
confidentiality procedures and contractual provisions to protect our proprietary
technology. We currently own eleven U.S. patents and twenty five foreign patents
most of which relates to our prior products and not to our current
product.   The company filed four patent applications in 2009 to
protect its products under development.   We also have fifteen
foreign patent applications pending and three U.S. patents pending. The duration
of the U.S. patents generally is 20 years from the date the original application
was filed. At this time, we have limited patent protection on our ICT
DisplayCard technology.





We
currently have trademarks registered for InCard Technologies and the LensCard in
the United States. We intend to apply for additional intellectual property
protection as management sees necessary.





Competition





We are
aware of products that are being mass produced in the same form factor as our
current product.   There are companies creating tokens and random
number generators for use in dual-factor authentication (as an item separate
from the transaction card). For example, RSA, Vasco, and VeriSign token devices
may be cost competitive to our technology but are not in a credit card form
factor. Smart Card, biometrics, and software programs can provide multi-factor
authentication competitive to our ICT DisplayCard.





We
believe that the principal competitive factors that affect the market for tokens
include convenience, price, quality/reliability, ease of use,
and cost.  Although we believe that our ICT DisplayCard will be
able to compete favorably with respect to some of these factors, there can be no
assurances that we will be able to maintain our competitive position against
current and potential competitors, especially those with significant marketing,
service, support, technical and other competitive resources.




Some of
our present and potential competitors have significantly greater financial,
technical, marketing, purchasing and other resources than we do, and as a
result, may be able to respond more quickly to new or emerging technologies and
changes in customer requirements, or to devote greater resources to the
development, promotion and sale of products, or to deliver competitive products
at a lower end-user price. Current and potential competitors have established or
may establish cooperative relationships among themselves or with third parties
to increase the ability of their products to address the needs of our
prospective customers. It is possible that new competitors or alliances may
emerge and rapidly acquire significant market share. Accordingly, we continue to
pursue our technological advantage and effective relationships to develop,
manufacture and sell our OTP products and solutions to the market.





Employees





We have 8
full time employees including our officers.  We have 1 part time
employee and utilize the services of 1 outside consultant on a full time
basis.





Where
to Find More Information





We make
our public filings with the SEC, including our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all
exhibits and amendments to these reports.  Also our executive
officers, directors and holders of more than 10% of our common stock, file
reports with the SEC on Forms 3, 4 and 5 regarding their ownership of our
securities. These materials are available on the SEC’s web site,http://www.sec.gov.
You may also read or copy any materials we file with the SEC at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, DC 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.


5


ITEM
      1A.
            RISK
      FACTORS





We
have described below a number of uncertainties and risks which, in addition to
uncertainties and risks presented elsewhere in this Annual Report, may adversely
affect our business, operating results and financial condition.  The
uncertainties and risks enumerated below as well as those presented elsewhere in
this Annual Report should be considered carefully in evaluating our company and
our business and the value of our securities. The following important factors,
among others, could cause our actual business, financial condition and future
results to differ materially from those contained in forward-looking statements
made in this Annual Report or presented elsewhere by management from time to
time.





Risk
Related to Our Business and Operations





There
is serious doubt regarding our ability to continue as a going
concern.





We have a
history of recurring losses from operations and have an accumulated deficit of
$38,360,101 as of December 31, 2009. Sales of our products are not expected to
generate positive cash flow until the third quarter of 2010.  As a
result, there is substantial doubt about our ability to continue as a going
concern.  Our plan regarding these matters is to raise additional debt
and/or equity financing to allow us the ability to cover our current cash flow
requirements and meet our obligations as they become due.  There can
be no assurances that financing will be available or if available, that such
financing will be available under favorable terms. In the event that we are
unable to generate adequate revenues to cover expenses and cannot obtain
additional financing in the near future, we may seek protection under bankruptcy
laws.





Our
auditors have added an explanatory paragraph to their opinion on our financial
statements for the year ended December 31, 2009 because of concerns about our
ability to continue as a going concern. These concerns arise from the fact that
we have not yet established an ongoing source of revenues sufficient to cover
our operating costs.  As a result, we must raise additional capital in
order to continue to operate our business. If we fail to generate positive cash
flows or obtain additional financing when required, we will have to modify,
delay or abandon some or all of our business and expansion plans.





We
are an early stage company with an unproven business strategy.





Our
business prospects are difficult to predict because of our limited operating
history, early stage of development and unproven business strategy. We are
primarily focused on developing OTP solutions and products.  We made
our first significant commercial sale of our ICT DisplayCard in 2008. Although
we believe that our current product and those under development have significant
profit potential, we may not attain profitable operations and may not succeed in
realizing our business objectives.





We
will require additional capital which we may be unable to obtain.





We
believe that our current cash, combined with anticipated revenue collections,
will be enough to fund our operations until  the third quarter of
2010.  We currently do not have any sources of additional financing
and cannot assure you that such funding will be available.  If we are
unable to raise additional capital we may be forced to file for
bankruptcy.





We
depend on a limited number of suppliers for our current product.





We obtain
the battery for our current product from Solicore, Inc., our single source
supplier, on a purchase order basis.  In the event of a disruption or
discontinuation in supply, we may not be able to obtain batteries on a timely
basis, which would disrupt our operations, delay production and impair our
ability to manufacture and sell our products.





We obtain
the display for our current product from SmartDisplayer, our single source
supplier, under a written agreement. In the event of a disruption or
discontinuation in supply, we may not be able to obtain displays on a timely
basis, which would disrupt our operations, delay production and impair our
ability to manufacture and sell our ICT DisplayCard.





Our
dependence upon outside suppliers exposes us to substantial risks, including but
not limited to:





·
            the
      possibility that our suppliers will experience major disruptions in
      production, which is exacerbated by the fact that we are a major customer
      of our suppliers;





·
            the
      solvency of our suppliers and the potential that our suppliers will be
      solely dependent upon us;





·
            the
      potential inability of our suppliers to obtain required components or
      products;


6


·
            reduced
      control over pricing, quality and timely delivery, due to the difficulties
      in switching to alternative
suppliers;





·
            potential
      delays and expense of seeking alternative sources of suppliers;
      and





·
            increases
      in prices of key components.





We
may not be able to develop our products due to inadequate
resources.





Our
business strategy is to develop and market new OTP solutions and products. We
believe that our revenue growth and profitability, if any, will substantially
depend upon our ability to:





·
            mass
      produce the ICT DisplayCard at significantly lower
  cost;





·
            continue
      to fund research and development endeavors;
and





·
            develop,
      introduce and commercialize new
products.





If we are
not able to devote adequate resources to our new product development efforts, we
may be unable to develop new products, which would adversely affect our revenue
growth and profitability.





We
depend on key personnel.





We rely
to a substantial extent on the management, marketing and product development
skills of our key employees and consultants, particularly Richard Nathan, our
President, Chief Executive Officer and Chief Financial Officer, Craig Nelson,
who supervises the manufacturing and testing of the InCard DisplayCard, and Mark
Poidomani, our chief technology officer, to formulate and implement our business
plan. Our success depends to a significant extent upon our ability to retain and
attract key personnel. Competition for employees can be intense in the payment
card industry, and the process of locating key personnel with the right
combination of skills is often lengthy. The loss of any key personnel may
significantly delay or prevent the achievement of product development and could
have a material adverse effect on us.





Our
products might not achieve market acceptance.





The
commercial success of our products will depend upon the adoption of our products
by payment card providers. In order to be successful, our products must meet the
technical and cost requirements for card enhancements within the payment card
industry. Market acceptance will depend on many factors, including:





·
            our
      ability to convince prospective strategic partners and customers to adopt
      our products;





·
            the
      willingness and ability of prospective strategic partners and customers to
      adopt our products; and





·
            our
      ability to sell and service sufficient quantities of our
      products.





Because
of these and other factors, our products may not achieve market acceptance. If
our products do not achieve market acceptance, demand for our products will not
develop as expected and it is highly unlikely that we will become
profitable.





We
rely substantially on third-party manufacturers.





To be
successful, we must manufacture, or contract for the manufacture of, our
products in compliance with industry standards and on a timely basis. As
discussed in the risk factor above, we are working in cooperation with other
companies that have specialized technical expertise related to the manufacturing
of our ICT DisplayCard. We currently use a limited number of sources for most of
the supplies and services that we use in the manufacturing processes. Our
manufacturing strategy presents substantial risk, including but not limited
to:





·
            delays
      in the quantities needed for product development could delay
      commercialization of our products in
  development;





·
            if
      we need to change to other commercial manufacturers, any new manufacturer
      would have to be educated in, or develop substantially equivalent
      processes necessary for, the production of our
  products;





·
            if
      market demand for our products increases suddenly, our current
      manufacturers might not be able to fulfill our commercial needs, which
      would require us to seek new manufacturing arrangements and may result in
      substantial delays in meeting market demand;
and


7





·
            we
      may not have intellectual property rights, or may have to share
      intellectual property rights, to any improvements in the manufacturing
      processes or new manufacturing processes for our
  products.





Any of
these factors could delay commercialization of our products under development,
entail higher costs and result in our being unable to effectively manufacture
our products.





Some
of our competitors have significantly greater resources than us.





We
believe that the principal competitive factors that affect the market for tokens
include convenience, price, quality/reliability, ease of use, and distribution
cost. We cannot assure you that we will be able to maintain our competitive
position against current and potential competitors, especially those with
significant marketing, service, support, technical and other competitive
resources.





Our
competitors have significantly greater financial, technical, marketing,
purchasing and other resources than we do, and as a result, may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements, or to devote greater resources to the development, promotion and
sale of products, or to deliver competitive products at a lower end-user price.
Our inability to successfully compete will materially and adversely affect our
business.





Risks
Related to our Securities





Our
common shares were delisted from the NASDAQ Capital Market.





On
February 20, 2009, our common shares were delisted from the NASDAQ Capital
Market.  As a result, our shares now trade on the Over-the-Counter
Bulletin Board and on the Pinksheets.  Historically, the volume and
liquidity of these markets has been significantly less than on the NASDAQ
Capital Market.  In addition, shares traded in these markets are
unlikely to be followed by market analysts and there may be few market makers
for our common stock.  Also, an investor may find it difficult to
dispose of, or to obtain accurate quotations as to the price of our common
stock.  Any of these factors could adversely affect the liquidity and
trading price of our common stock and could result in large fluctuations in
market price.





Our
common stock is subject to the penny stock regulations and
restrictions.





Rule
3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a
"penny stock," for purposes relevant to us, as any equity security that has a
minimum bid price of less than $5.00 per share, subject to a limited number of
exceptions which are not available to us. It is likely that our shares will be
considered to be penny stocks for the immediately foreseeable future. This
classification severely and adversely affects any market liquidity for our
common stock.





For any
transaction involving a penny stock, unless exempt, the penny stock rules
require that a broker or dealer approve a person's account for transactions in
penny stocks and the broker or dealer receive from the investor a written
agreement to the transaction setting forth the identity and quantity of the
penny stock to be purchased.  In order to approve a person's account
for transactions in penny stocks, the broker or dealer must obtain financial
information and investment experience and objectives of the person and make a
reasonable determination that the transaction is suitable for that person and
that that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the SEC relating to the penny stock market which
sets forth:





·
            the
      basis on which the broker or dealer made the suitability determination,
      and





·
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and commissions’ payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





Because
of these regulations, broker-dealers may not wish to engage in transactions with
penny stocks.  Accordingly, investors may encounter difficulties in
their attempt to sell shares of our common stock.  These additional
sales practice and disclosure requirements could impede the sale of our common
stock. In addition, the liquidity for our common stock may decrease, with a
corresponding decrease in the price of our common stock. Our shares, in all
probability, will be subject to such penny stock rules for the foreseeable
future and our shareholders will, in all likelihood, find it difficult to sell
their common stock.





The
market for penny stocks has experienced numerous frauds and abuses.





We
believe that the market for penny stocks has suffered from patterns of fraud and
abuse. Such patterns include:





·
            Control
      of the market for the security by one or a few broker-dealers that are
      often related to the promoter or
issuer;


8


·
            Manipulation
      of prices through prearranged matching of purchases and sales and false
      and misleading press releases;





·
            “Boiler
      room" practices involving high pressure sales tactics and unrealistic
      price projections by inexperienced sales
  persons;





·
            Excessive
      and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and





·
            Wholesale
      dumping of the same securities by promoters and broker-dealers after
      prices have been manipulated to a desired level, along with the inevitable
      collapse of those prices with consequent investor
  losses.





As
a result, many investors have the perception that penny stocks are too risky or
involve a high degree of fraud.  These factors will make the
development of an active market for our common shares more difficult which
further affects the liquidity of our common stock.





We
do not pay any dividends.





We plan
to use all of our earnings; to the extent we have earnings, to fund our
operations. We do not plan to pay any cash dividends in the foreseeable
future.  Therefore, any return on your investment will be derived from
an increase in the price of our stock, which may or may not occur.





Sales
of our common stock in the public market may depress our stock
price.





As of
December 31, 2009, we had 28,840,920 shares of common stock outstanding. On a
fully diluted basis, including shares issuable upon exercise of warrants and
stock options and convertible debentures, we have 62,272,563 shares outstanding
or issuable, as of December 31, 2009.   On September 30, 2009, we
completed the restructuring of our 8% Senior Secured Convertible
Debentures.  As a result, the conversion price of the debentures as
well as substantially all our outstanding warrants was adjusted to
$0.25.  All of these shares can be traded pursuant to prospectus or
via Rule 144 of the Securities Act of 1933.  If our stockholders sell
substantial amounts of common stock in the public market, or the market
perceives that such sales may occur, the market price of our common stock could
fall, which could result in a significant loss on any investment you make in our
common stock. The sale of a large number of shares could impair our ability to
raise needed capital by depressing the price of our common stock.





We
may be subject to securities litigation as the price of our common stock has
drastically decreased over the past twelve months.





During
the past two years, the price of our common stock has decreased from $1.27 on
June 30, 2008 to $0.30 as of March 15, 2010.  Although management
feels that at all times it has acted in the best interest of the company’s
shareholders, such declines in stock price have historically increased the
probability of becoming the subject of a securities class action law
suit.  If we were to become the target of such litigation, we will
have to spend considerable time and resources in defending such
litigation.  This would result in management diverting its focus from
the development and sale of our products.  Additionally, such
litigation is extremely costly and will deplete our assets.





We
may raise additional capital through a securities offering that could dilute
your ownership interest and voting rights.





Our
certificate of incorporation currently authorizes our board of directors to
issue up to 75,000,000 shares of common stock and 5,000,000 shares of preferred
stock. As of December 31, 2009, after taking into consideration our outstanding
common and preferred shares and our contingently issuable shares, our board of
directors will be entitled to issue up to 12,727,437 additional common shares
and 5,000,000 preferred shares. The power of the board of directors to issue
these shares or securities convertible into these shares is generally not
subject to stockholder approval.





We will
require additional working capital to fund our business. If we raise additional
funds through the issuance of equity, equity-related or convertible debt
securities, these securities may have rights, preferences or privileges senior
to those of the holders of our common stock. The issuance of additional common
stock or securities convertible into common stock will also have the effect of
diluting the proportionate equity interest and voting power of holders of our
common stock.





Our
incorporation documents and Delaware law may inhibit a takeover that
stockholders consider favorable and could also limit the market price of your
stock, which may inhibit an attempt by our stockholders to change our direction
or management.





Our
amended and restated certificate of incorporation and bylaws contain provisions
that could delay or prevent a change in control of our company. Some of these
provisions:





·
            authorize
      our board of directors to determine the rights, preferences, privileges
      and restrictions granted to, or imposed upon, the preferred stock and to
      fix the number of shares constituting any series and the designation of
      such series without further action by our
  stockholders;





·
            prohibit
      stockholders from calling special
meetings;


9





·
            prohibit
      cumulative voting in the election of directors, which would otherwise
      allow less than a majority of stockholders to elect director
      candidates;





·
            establish
      advance notice requirements for submitting nominations for election to the
      board of directors and for proposing matters that can be acted upon by
      stockholders at a meeting; and





·
            prohibit
      stockholder action by written consent, requiring all stockholder actions
      to be taken at a meeting of our
stockholders.





In
addition, we are governed by the provisions of Section 203 of the Delaware
General Corporate Law. These provisions may prohibit large stockholders, in
particular those owning 15% or more of our outstanding voting stock, from
merging or combining with us, which may prevent or frustrate any attempt by our
stockholders to change our management or the direction in which we are heading.
These and other provisions in our amended and restated certificate of
incorporation and bylaws and under Delaware law could reduce the price that
investors might be willing to pay for shares of our common stock in the future
and result in the market price being lower than it would be without these
provisions.





New
rules, including those contained in and issued under the Sarbanes-Oxley Act of
2002, may make it difficult for us to retain or attract qualified officers and
directors.





We may be
unable to attract and retain qualified officers, directors and members of board
committees required to provide for our effective management as a result of the
recent and currently proposed changes in the rules and regulations that govern
publicly held companies, including, but not limited to, certifications from
executive officers and requirements for financial experts on the board of
directors. The perceived increased personal risk associated with these recent
changes may deter qualified individuals from accepting these roles. The
enactment of the Sarbanes-Oxley Act of 2002 has resulted in the issuance of a
series of new rules and regulations and the strengthening of existing rules and
regulations by the Securities and Exchange Commission (the “SEC”). Further,
certain of these recent and proposed changes heighten the requirements for board
or committee membership, particularly with respect to an individual’s
independence from the corporation and level of experience in finance and
accounting matters. We may have difficulty attracting and retaining directors
with the requisite qualifications. If we are unable to attract and retain
qualified officers and directors, the management of our business could be
adversely affected.





Our
management has concluded that, as of December 31, 2009, our disclosure controls
and procedures were not effective.





Our
management, with the participation of our Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”), has evaluated the effectiveness of the
Company’s disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of December 31, 2009. Based on such evaluation which
disclosed numerous material weaknesses, our CEO and CFO have concluded that, as
of December 31, 2009, the Company’s disclosure controls and procedures were not
effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act and were not effective in ensuring
that information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure. If we fail to implement
new or improved disclosure controls, investors could lose confidence in the
reliability of our financial statements, which could result in a decrease in the
value of our common stock.





We
have identified numerous material weaknesses in our internal control over
financial reporting.





As
directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules
requiring public companies to include a report of management on internal control
over financial reporting in their Annual Reports on Form 10-K. This report is
required to contain an assessment by management of the effectiveness of a
company’s internal control over financial reporting. Our non-affiliated market
capitalization qualified us as a “Smaller Reporting Company” effective in 2009.
As a result, we are required to include our management’s report on internal
control over financial reporting in this Annual Report but are not required to
include our auditors’ attestation report on our internal control over financial
reporting.   As discussed, as of December 31, 2009, our internal
controls over financial reporting were not effective and identified a number of
material weaknesses in our internal control over financial reporting. While we
intend to remedy these weaknesses during the current fiscal year, we may be
unable to do so. If we fail to implement required new or improved controls there
may be an adverse reaction in the financial markets due to a loss of confidence
in the reliability of our financial statements, which could cause the market
price of our common stock to decline.




ITEM
      2.
            DESCRIPTION
      OF PROPERTY





We
currently lease our executive offices which are located at 633 West Fifth
Street, Suite 2600, Los Angeles, CA 90071.  Our lease consists of
approximately 175 square feet and we pay $1700 per month. Our lease is renewable
on an annual basis. In addition, several of our employees work from
satellite or home offices.  We pay $2,949 per month to an employee for
the use of his office space.   There is no affiliation between us
or any of our principals or agents and our landlord or any of their principals
or agents.


10


ITEM 3.            LEGAL
PROCEEDINGS





As of the
date of this Annual Report, there are no material pending legal or governmental
proceedings relating to our company or properties to which we are a party, and
to our knowledge there are no material proceedings to which any of our
directors, executive officers or affiliates are a party adverse to us or which
have a material interest adverse to us.





ITEM 4.            (REMOVED
AND RESERVED)1





PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES





Market
Information





Until
February 20, 2009, our common stock was traded on the NASDAQ Capital Market
under the symbol "INVC" at which time our shares were delisted.  After
February 20, 2009, our common shares have been quoted on the Over-the-Counter
Bulletin Board under the ticker symbol INVC.OB.   The table below
sets forth the high and low sales prices for the periods shown. These prices are
based on inter-dealer bid and asked prices, without markup, markdown,
commissions, or adjustments and may not represent actual
transactions.





High
                  
                  
                  Low2008:First
      Quarter
                  
                  $
                  2.55
                  
                  
                  $
                  1.69Second
      Quarter(1)
                  
                  $
                  2.55
                  
                  
                  $
                  1.01Third
      Quarter
                  
                  $
                  1.35
                  
                  
                  $
                  0.40Fourth
      Quarter
                  
                  $
                  0.442
                  
                  
                  $
                  0.062009:First
      Quarter
                  
                  $
                  0.188
                  
                  
                  $
                  0.05Second
      Quarter
                  
                  $
                  0.24
                  
                  
                  $
                  0.07Third
      Quarter
                  
                  $
                  0.44
                  
                  
                  $
                  0.05Fourth
      Quarter
                  
                  $
                  0.50
                  
                  
                  $
                  0.14





Our
transfer agent is American Stock Transfer & Trust Company
www.amstock.com .





Holders





As of
March 15, 2010 our common stock was held by approximately 29 record
holders.  We believe our actual number of shareholders may be
significantly higher as 30,062,299 shares are currently being held in street
name.





Dividends





We have
not paid any cash dividends to date and have no plans to do so in the immediate
future.





Equity
Compensation Plan Information





The
following table sets forth information with respect to our 2004 & 2007 Stock
Plans as of December 31, 2009.





(a)
                      
                      (b)
                      
                      (c)Number of Securities
                        to be Issued
                        upon Exercise of
                        Outstanding
                        Options, Warrants
                        and Rights
                      
                      Weighted-Average
                        Exercise Price of
                        Outstanding
                        Options,
                        Warrants and
                        Rights
                      
                      Number of Securities
                        Remaining Available or
                        Future Issuance under
      Equity Compensation Plans
                        (Excluding Securities
                        Reflected in
      Column (a))Equity
      compensation plans approved by security holders2004StockIncentivePlan, as
      amended
                      
                      
                      1,354,500
                      
                      $
                      1.62
                      
                      
                      02007
      Equity Incentive Plan
                      
                      
                      4,705,177
                      
                      
                      0.33
                      
                      
                      0Equity
      compensation plans not approved by security holders
                      
                      
                      N/A
                      
                      
                      N/A
                      
                      
                      N/ATotal
                      
                      
                      6,059,677
                      
                      $
                      0.62
                      
                      
                      0


11


2010 Equity Compensation
Plan





On
February 22, 2010, our Board  and Compensation Committee approved the
2010 Equity Compensation Plan (“2010 Plan”).  The 2010 Plan permits
the granting of up to 6,000,000 shares of common stock through the issuance of
Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Stock
Appreciation Rights, Restricted Stock Units, Performance Units, Performance
Shares and Other Stock Based Awards to our employees, directors and
consultants.  We anticipate submitting the plan for shareholder
approval during the following 12 months.  In the event the Plan is not
approved by our shareholders during this time, the 2010 Plan will be considered
a non-qualified plan.





Recent
Sale of Unregistered Securities





·
            In
      April 2009 the Company’s board of directors approved stock option awards,
      pursuant to our 2007 Equity Compensation Plan, to two employees
      aggregating 150,000 shares of common stock, 100,000 options with an
      exercise price of $0.072 per share that vest over one year and 50,000
      options with an exercise price of $0.062 per share that vest over three
      years. Both options expire after five
years.





·
            On
      July 22, 2009, we granted stock options to our directors, officers,
      employees and consultants, pursuant to our 2007 Equity Compensation Plan,
      as follows:





Directors (pursuant to our
director’s compensation policy as follows):





Robert
      Ramsdell
                  Options
      to purchase 250,000 common shares of which 25,000 vest immediately and the
      balance vest quarterly over the grant year.  The options expire
      on July 22, 2019 and have an exercise price of $0.18 per
      share;Scott
      Ogilvie
                  Options
      to purchase 200,000 common shares of which 25,000 vest immediately and the
      balance vest quarterly over the grant year.  The options expire
      on July 22, 2019 and have an exercise price of $0.18 per
      share;Donald
      Joyce
                  Options
      to purchase 150,000 common shares of which 25,000 vest immediately and the
      balance vest quarterly over the grant year.  The options expire
      on July 22, 2019 and have an exercise price of $0.18 per
      share;Harry
      Tredennick
                  Options
      to purchase 125,000 common shares of which 25,000 vest immediately and the
      balance vest quarterly over the grant year.  The options expire
      on July 22, 2019 and have an exercise price of $0.18 per
      share;Officers:Richard
      Nathan
                  Options
      to purchase an aggregate of 625,000 common shares.  The options
      vest as follows:  (i) options to purchase 100,000 common shares
      vest quarterly over the year following the grant date; and (ii) options to
      purchase 525,000 common shares vest over three years with 1/3 vesting on
      the one year anniversary of the grant date and 2/3 vesting quarterly over
      the following two years.  The options all have an exercise price
      of $0.18 and expire on July 22,
2019.





Employees &
Consultants:





We issued
options to purchase an aggregate of 572,000 common shares to employees and
consultants.  The options vest over three years with 1/3 vesting on
the one year anniversary of the granted date and 2/3 vesting quarterly over the
following two years.  The options all have an exercise price of $0.18
and expire on July 22, 2014.





·
            On
      September 9, 2009, we issued a 5% promissory note in the amount of
      $100,000.  The maturity date of the note was September 30,
      2009.  In connection with the issuance, we granted a common
      stock purchase warrant to purchase 40,000 common shares at a price per
      share of $2.50.   On September 30, 2009, as a result of the
      Waiver, Amendment and Exchange Agreement and the Debenture and Warrant
      Purchase Agreement, as described below, the exercise price and number of
      shares issuable pursuant to the warrant was adjusted.  The
      adjusted warrant allows the holder to purchase up to 400,000 common shares
      at a price per share of $0.25.





·
            On
      September 30, 2009, pursuant to a Waiver, Amendment and Exchange Agreement
      entered into between the us and the certain debenture holders named
      therein, we issued to the holders, in exchange for their outstanding
      debentures and warrants, an aggregate of $3,975,974 Amended and Exchanged
      Original Issuance Discount Debentures with a conversion price of $1.00 and
      warrants to purchase 700,000 shares of common stock at an exercise price
      of $0.25. In connection with the transaction, we also exchanged certain
      outstanding obligations owed to creditors of the Company in an aggregate
      amount of $672,243 in exchange for convertible debentures in the face
      amount of $699,354 (including interest through April 2, 2010) with a
      conversion price of $1.00 and warrants to purchase 135,533 shares of
      common stock with an exercise price of
$0.25.


12


·
            On
      September 30, 2009, pursuant to a Debenture and Warrant Purchase Agreement
      between the Company and the Purchasers named therein, the Company sold an
      additional $1,173,416 face amount of convertible debentures with a
      conversion price of $0.25 and 2,254,643 warrants to purchase shares of
      common stock at an exercise price of $0.25.  The purchase price
      of the debentures $1,127,321 and the face amount included interest through
      April 2, 2010.  As a condition to the closing, the investors
      required any Holders not participating in the Debenture and Warrant
      Purchase Agreement to further amend their debentures and warrants to
      remove the anti-dilution provisions in each document relating to
      subsequent equity issuances, including this financing.  As a
      result, the conversion price of debentures in the principal amount of
      $3,336,287 was reduced to $0.25.




·
              On
      October 1, 2009, we issued 200,000 common shares in connection with the
      conversion of $50,000 of our convertible
  debentures.




·
            On
      October 13, 2009, we issued Joseph Zelayeta, one of our non-executive
      directors, an option to purchase 100,000 common shares as compensation
      under our non-executive board compensation policy.  The option
      has an exercise price of $0.35, vests quarterly over the grant year and
      has a term of 10 years.




·
              On
      October 15, 2009, we issued 45,664 common shares in connection with the
      conversion of $11,415.89 of our convertible
    debentures.·
              On
      November 6, 2009, we issued 100,000 common shares in connection with the
      conversion of $25,000 of our convertible
  debentures.




·
            During
      the fourth quarter of 2009 the Company’s board of directors approved stock
      option awards to employees and consultants aggregating 700,000 shares of
      common stock with exercise prices of $0.18 - $0.35 per share. These
      options vest one third on the one year anniversary of the grant and the
      remaining two thirds vest quarterly over the following two years. The
      options expire after five
years.





·
            On
      January 4, 2010, we issued John Ward, III, one of our non-executive
      directors, an option to purchase 100,000 common shares as compensation
      under our non-executive board compensation policy.  The option
      has an exercise price of $0.35, vests quarterly over the grant year and
      has a term of 10 year.




·
              On
      January 7, 2010, we issued 100,000 common shares in connection with the
      conversion of $25,000 of our convertible debentures.·
              On
      February 17, 2010, we issued 1,264,975 common shares in connection with
      the conversion of $316,224 of our convertible
  debentures.




In
connection with the foregoing, the Company relied upon the exemption from
securities registration afforded by Rule 506 of Regulation D as promulgated by
the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities
Act. No advertising or general solicitation was employed in offering the
securities. The issuances were made to a limited number of persons, and transfer
of the securities was restricted in accordance with the requirements of the
Securities Act of 1933.





ITEM
6.            SELECTED
FINANCIAL DATA





We are
not required to provide the information as to selected financial data as we are
considered a smaller reporting company.





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (“MD&A”) is provided in addition to the accompanying consolidated
financial statements and notes in order to assist the reader in understanding
our results of operations, financial condition, and cash flows. Our MD&A is
organized as follows:




·
            Overview
      —Discussion of
      our business and plan of operations, overall analysis of financial and
      other highlights affecting our business in order to provide context for
      the remainder of MD&A.





·
            Critical
      Accounting Policies —Accounting policies that we
      believe are important to understanding the assumptions and judgments
      incorporated in our reported financial results and
      forecasts.





·
            Results of
      Operations —Analysis of our financial
      results comparing 2009 and
2008.





·
            Liquidity and
      Capital Resources —An analysis of changes in
      our balance sheets and cash flows, and discussion of our financial
      condition including recent developments and potential sources of
      liquidity.




The
various sections of this MD&A contain a number of forward-looking
statements. Words such as “expects,” “goals,” “plans,” “believes,” “continues,”
“may,” and variations of such words and similar expressions are intended to
identify such forward-looking statements. In addition, any statements that refer
to projections of our future financial performance, our anticipated growth and
trends in our businesses, and other characterizations of future events or
circumstances are forward-looking statements. Such statements are based on our
current expectations and could be affected by the uncertainties and risk factors
described throughout this filing (see also “Risk Factors” of this
Report).


13


Overview




We
develop and market secure products for payment, identification, physical and
logical access applications. Our main focus is on developing One-Time-Password
(“OTP”) solutions.  An OTP is a password that is only valid for a
single login session or transaction. OTPs avoid a number of shortcomings that
are associated with traditional (static) passwords. The most important
shortcoming that is addressed by OTPs is that, in contrast to static passwords,
they are not vulnerable to replay attacks. This means that, if a potential
intruder manages to record an OTP that was already used to log into a service or
to conduct a transaction, he will not be able to abuse it since it will be no
longer valid.





Currently,
our main OTP product is the ICT DisplayCard.  The ICT DisplayCard
integrates the security of an OTP token directly into a card the size of a
standard credit or debit card. A token is a portable physical device, typically
in a key-fob form factor, that generates the OTP (also referred to as a one-time
passcode).  At the push of a button, the ICT DisplayCard displays, a
one-time passcode. During a transaction, this number is entered into a user
interface with other information (such as the user’s static PIN and login name).
This information is relayed to a backend system for multi-factor authentication.
InCard does not provide the backend authentication server, but rather will
integrate the ICT DisplayCard into authentication systems provided by other
companies including distributors and other resellers of the ICT DisplayCard. The
ICT DisplayCard’s authentication works like tokens issued by VASCO, RSA, and
ActivIdentity, but in a more convenient, wallet-sized card.





Our
primary focus is and will continue to be the further development, sales and
marketing of OTP solutions.  We anticipate we will expand our
current ICT DisplayCard product offering with other innovative OTP
products.  Since 2002, we have continued to develop our power inlay
technology that is the basis of our ICT DisplayCard.  To date we have
devoted a majority of our efforts to developing our ICard and our ICT
DisplayCard and accompanying technology, initiating marketing and raising
capital to fund our business. We have generated limited revenues.




Since
inception, we have been unprofitable. We incurred net losses of $5,883,055 and
$8,929,537 for 2009 and 2008, respectively. Sales of the ICT DisplayCard and
newly introduced OTP products, the Company’s main products, are not expected to
generate positive cash flow until the third quarter of 2010.  As a
result, there is substantial doubt about the Company’s ability to continue as a
going concern at December 31, 2009.




Our continued existence is
dependent upon our ability to generate sales from our OTP products or, if we are
unable to do so in sufficient quantity to cover our expenses, to obtain
additional financing. In 2008, we made our first significant sale of ICT
DisplayCards; however we anticipate that we will continue to incur net losses
due to our costs exceeding our revenues.  Management cannot yet
predict when we will achieve an operating profit or net income.  Our
capital requirements for the next 12 months consist of the research and
development of new OTP products, the acquisition of inventory, retention and
hiring of key personnel, and implementation of a sales force for our products.
These expenditures are anticipated to be significant. To date, our operations
have been funded primarily through equity and debt financings.





We
believe that our current cash, combined with anticipated revenue collections,
will be adequate to fund our operations until  the third quarter of
2010. If we are unable to raise additional capital or make significant sales by
that date, we may be forced to curtail our operations or seek bankruptcy
protection. We anticipate that we will not be able to generate sales of the ICT
DisplayCard and newly introduced OTP products in quantities that will sustain a
positive cash flow until the third quarter of 2010.





Our
backlog, which consists of orders received but not yet shipped, totaled
approximately $1,347,000 at December 31, 2009.  On January 13, 2009 we
disclosed that we received a purchase order in the amount of
$3,737,988. Subsequently, we disclosed that our customer intended to delay
the delivery of approximately 60% of the order.  During October of
2009, the customer informed us of its intent to cancel the unshipped balance of
the order, notwithstanding the fact that the order is non-cancellable. The
company has not accepted the cancellation. Prior to receiving our customer’s
notification, we fulfilled approximately $1,320,000 worth of product deliveries
under the order.





Critical
Accounting Policies





Our
MD&A is based on our consolidated financial statements, which have been
prepared in accordance GAAP. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses for each period. The following
represents a summary of our critical accounting policies, defined as those
policies that we believe are the most important to the portrayal of our
financial condition and results of operations and that require management’s most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effects of matters that are inherently
uncertain.





Accounting
Standards Codification and GAAP Hierarchy — Effective for interim and annual
periods ending after September 15, 2009, the Accounting Standards Codification
and related disclosure requirements issued by the FASB became the single
official source of authoritative, nongovernmental GAAP. The ASC simplifies GAAP,
without change, by consolidating the numerous, predecessor accounting standards
and requirements into logically organized topics. All other literature not
included in the ASC is non-authoritative. We adopted the ASC as of July 1, 2009,
which did not have any impact on our results of operations, financial condition
or cash flows as it does not represent new accounting literature or
requirements.   All references to pre-codified U.S. GAAP have
been removed from this Form 10-K.


14


Revenue
recognition.





We
recognize revenues in accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 605 “Revenue
Recognition”. Revenues are recognized when persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
and determinable and collectability is reasonably assured. Revenue is not
recognized on product sales transacted on a test or pilot basis. Instead,
receipts from these types of transactions offset marketing expenses. Revenue
from royalties is recognized with the passage of time in accordance with the
underlying agreement. We recognize certain long-term contracts using the
completed-contract method in accordance with ASC 605.





We have
generated revenue from three sources: sale of the InCard DisplayCard, licensing
of the LensCard to various credit card issuers and selling the LightCard to a
credit card issuer. The LensCard is composed of a credit card with a small
magnifying lens embedded into the card. The LightCard is composed of a credit
card that when a button is pressed a small LED light is activated. We sell
time-based licenses to various credit card issuers for the LensCard. We
recognize royalties attributable to these time-based licenses as they are sold
to the credit card issuers’ customers. Royalty revenue is recognized when each
LensCard is sold by an issuer.




We
anticipate that the majority of our revenues in the coming year will come from
the InCard DisplayCard and newly introduced OTP products. We intend to sell
these items through resellers. We do not recognize revenue when we sell the
InCard DisplayCard in small quantities under a test or pilot program. Cash
receipts from these transactions are used to offset marketing
expenses.





The
revenue generated from the LensCard and LightCard is negligible, and we expect
that the sales of these products will have an immaterial impact on our results
of operations.




Deferred
revenue is recorded when the payments from a reseller are received by us prior
to the sale of an InCard DisplayCard to the resellers’ customer.





Accounts
receivable allowances.





Our sales
to date have been to large credit card issuers and we have been successful in
collecting for products and services. We perform a regular review of our
customer activity and associated credit risks and do not require collateral from
our customers. At December 31, 2009, based on our review of customer activity,
we recorded an allowance for doubtful accounts of $61,398.





Warranty
expense.





We
estimate the cost associated with meeting our warranty obligations for the sale
of our products. The initial estimate and changes to the estimate are charged to
cost of goods sold at the time of sale of the product. Retroactive to January 1,
2009 we reduced our estimate for warranty reserves based on historical
experience.





Inventory.





Our
inventories are valued at the lower of cost or market. We use estimates and
judgments regarding the valuation of inventory to properly value inventory.
Inventory adjustments are made for the difference between the cost of the
inventory and the estimated market value and charged to cost of goods sold in
the period in which the facts that give rise to the adjustments become
known.





Research
and Development.





Costs of
research and development, principally the design and development of hardware and
software prior to the determination of technological feasibility, are expensed
as incurred.





Valuation
of Long-Lived Assets.





We assess
the impairment of identifiable long-lived assets whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
considered important that could trigger an impairment review include, but are
not limited to, the following: a significant underperformance to expected
historical or projected future operating results, a significant change in the
manner of the use of the acquired asset or the strategy for the overall
business, or a significant negative industry or economic trend. We assess the
carrying value of long-lived assets in accordance with ASC Topic 360, "Property,
Plant and Equipment".
We have not recorded any impairment of long-lived assets.


15


Stock
Based Compensation.





We
account for our stock based compensation under ASC 718 “Compensation – Stock
Compensation” which was adopted in 2006, using the fair value based method.
Under this method, compensation cost is measured at the grant date based on the
value of the award and is recognized over the service period, which is usually
the vesting period.  This guidance establishes standards for the
accounting for transactions in which an entity exchanges it equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity’s equity instruments or that may be settled by the issuance of
those equity instruments.





Income
Taxes





We
utilize ASC Topic 740 “Income Taxes” which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under this
method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income.





We
adopted new accounting guidance effective January 1, 2007. As a result of the
implementation of this new guidance, we made a comprehensive review of our
portfolio of uncertain tax positions in accordance with recognition standards
established by the guidance. As a result of this review, we concluded that at
this time there are no uncertain tax positions that would result in tax
liability to the Company. There was no cumulative effect on retained earnings as
a result of applying the provisions of this guidance.





Change
in Accounting Principle





In June
2008, the FASB issued new accounting guidance which requires entities to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock by assessing the instrument’s contingent exercise
provisions and settlement provisions. Instruments not indexed to their own stock
fail to meet the scope exception of ASC 815 and should be classified as a
liability and marked-to-market. The statement is effective for fiscal years
beginning after December 15, 2008 and is to be applied to outstanding
instruments upon adoption with the cumulative effect of the change in accounting
principle recognized as an adjustment to the opening balance of retained
earnings. The Company has assessed its outstanding equity-linked financial
instruments and has concluded that, effective January 1, 2009, the
conversion feature of our convertible debentures will need to be recorded as a
derivative liability due to the fact that the conversion price is subject to
adjustment based on subsequent sales of securities. The cumulative effect of the
change in accounting principle on January 1, 2009 is an increase in our
derivative liability related to the fair value of the conversion feature of
$6,061, an increase in the unamortized discount related to our convertible
debentures of $1,287,781, a decrease in additional paid-in capital of $3,237,954
related to the decrease in beneficial conversion feature attributable to the
debentures, and a $4,519,674 net decrease in accumulated deficit, comprised of a
credit to reflect the change in fair value of the derivative liability from date
of issue to January 1, 2009 of $5,235,242 partially offset by a charge of
$715,568 for additional expense for amortization of debt discount.





Recently
Issued Accounting Pronouncements





Accounting
Standards Codification and GAAP Hierarchy — Effective for interim and annual
periods ending after September 15, 2009, the Accounting Standards Codification
and related disclosure requirements issued by the FASB became the single
official source of authoritative, nongovernmental GAAP. The ASC simplifies GAAP,
without change, by consolidating the numerous, predecessor accounting standards
and requirements into logically organized topics. All other literature not
included in the ASC is non-authoritative. We adopted the ASC as of September 30,
2009, which did not have any impact on our results of operations, financial
condition or cash flows as it does not represent new accounting literature or
requirements.   All references to pre-codified U.S. GAAP have
been removed from this Form 10-K.





In
September 2006, the FASB issued new accounting guidance which clarifies the
principle that fair value should be based on the assumptions market participants
would use when pricing an asset or liability and establishes a fair value
hierarchy that prioritizes the information used to develop those assumptions.
Under the guidance, fair value measurements would be separately disclosed by
level within the fair value hierarchy. The guidance is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years, with early adoption permitted. In
February 2008, FASB issued additional guidance which delayed the effective date
of previous guidance to fiscal years and interim periods within those fiscal
years beginning after November 15, 2008 for non-financial assets and
non-financial liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
We elected to defer the adoption of the guidance for these non-financial assets
and liabilities, and are currently evaluating the impact, if any, that the
deferred provisions of the guidance will have on our consolidated financial
statements. The adoption of the guidance for our financial assets and
liabilities did not have an impact on our consolidated financial position or
operating results.





In
December 2007 the FASB issued new accounting guidance which establishes
accounting and reporting standards for the non-controlling interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. This guidance changes the way the consolidated income
statement is presented. It requires consolidated net income to be reported at
amounts that include the amounts attributable to both the parent and the
non-controlling interest. It also requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income
attributable to the parent and to the non-controlling interest. This guidance
establishes disclosure requirements in the consolidated financial statements,
which will enable users to clearly distinguish between the interests of the
parent’s owners and the interests of the non-controlling owners of a subsidiary.
The guidance is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008; earlier adoption is
prohibited. The adoption of this guidance had no impact to the Company’s
consolidated financial position, results of operations, or cash
flows.


16


In
December 2007, the FASB issued new accounting guidance which establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired and the liabilities
assumed, any non-controlling interest in the acquiree and the goodwill acquired.
This guidance also establishes disclosure requirements which will enable users
to evaluate the nature and financial effects of the business combination. This
guidance is effective for business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008. The adoption of this guidance had no impact to the
Company’s consolidated financial position, results of operations, or cash
flows.





In March
2008, the FASB issued new accounting guidance which requires enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This guidance is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008; earlier adoption is encouraged. The adoption of this guidance
had no impact to the Company’s consolidated financial position, results of
operations, or cash flows.





In April
2008, the FASB issued new accounting guidance which amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset. This change is
intended to improve the consistency between the useful life of a recognized
intangible asset and the period of expected cash flows used to measure the fair
value of the asset. The new guidance is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The requirement for determining useful lives must be
applied prospectively to intangible assets acquired after the effective date and
the disclosure requirements must be applied prospectively to all intangible
assets recognized as of, and subsequent to, the effective date. The adoption of
this guidance had no impact on the Company’s consolidated financial position,
results of operations, or cash flows.




In June
2008, the FASB issued new accounting guidance which requires that all
unvested share-based payment awards that contain nonforfeitable rights to
dividends should be included in the basic Earnings Per Share (EPS)
calculation. The new guidance is effective for financial statements issued
for fiscal years beginning after December 15, 2008. The adoption of this
guidance had no impact on the Company’s consolidated financial position, results
of operations, or cash flows.




In April
2009, the FASB issued new accounting guidance to be utilized in determining
whether impairments in debt securities are other than temporary, and which
modifies the presentation and disclosures surrounding such instruments. This
guidance is effective for interim periods ending after June 15, 2009, but early
adoption is permitted for interim periods ending after March 15, 2009. The
adoption of this guidance during the second quarter of 2009 had no impact on the
Company’s consolidated financial position, results of operations, or cash
flows.




In April
2009, the FASB issued new accounting which provides additional guidance in
determining whether the market for a financial asset is not active and a
transaction is not distressed for fair value measurement purposes. The guidance
is effective for interim periods ending after June 15, 2009, but early adoption
is permitted for interim periods ending after March 15, 2009. The adoption of
this guidance during the second quarter of 2009 had no impact on the Company’s
consolidated financial position, results of operations, or cash
flows.




In April
2009, the FASB issued new accounting guidance which requires disclosures about
fair value of financial instruments in interim financial statements as well as
in annual financial statements. This guidance is effective for interim periods
ending after June 15, 2009, but early adoption is permitted for interim periods
ending after March 15, 2009. The adoption of this guidance during the second
quarter of 2009 had no impact on the Company’s consolidated financial position,
results of operations, or cash flows.





In May
2009, the FASB issued new accounting guidance which establishes general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. The guidance will be effective for interim and annual financial
periods ending after June 15, 2009. The Company adopted the guidance during
the three months ended June 30, 2009 and has evaluated subsequent events
through the issuance date of these financial statements. The adoption of this
guidance had no impact on the Company’s consolidated financial position, results
of operations, or cash flows.





In June
2009, the FASB issued new accounting guidance which will require more
information about the transfer of financial assets where companies have
continuing exposure to the risks related to transferred financial assets. This
guidance is effective at the start of a company’s first fiscal year beginning
after November 15, 2009, or January 1, 2010 for companies reporting earnings on
a calendar-year basis.





In June
2009, the FASB issued new accounting guidance which will change how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. Under this
guidance, determining whether a company is required to consolidate an entity
will be based on, among other things, an entity's purpose and design and a
company's ability to direct the activities of the entity that most significantly
impact the entity's economic performance. This guidance is effective at the
start of a company’s first fiscal year beginning after November 15, 2009, or
January 1, 2010 for companies reporting earnings on a calendar-year
basis.


17





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or future
consolidated financial statements.




Results
of Operations




Our
results of operations have varied significantly from year to year and quarter to
quarter and may vary significantly in the future due to the occurrence of
material recurring and nonrecurring events.





Revenue




Revenue
totaled $4,089,569 and $2,828,581 for 2009 and 2008, respectively.




Change
      in2009Versus 20082009
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  $
                                                  
                                                  
                                                  %Revenue
                                                  
                                                  $
                                                  4,089,569
                                                  
                                                  
                                                  $
                                                  2,828,581
                                                  
                                                  
                                                  $
                                                  1,260,988
                                                  
                                                  
                                                  
                                                  45
                                                  %





The
increase in revenue of $1,260,988 or 45% in 2009 compared to 2008 was
attributable to increased sales of the InCard DisplayCard, primarily from the
partial fulfillment of our 2009 $3.7 million purchase order, although sales to
other customers increased by approximately $506,000 in 2009 as compared to 2008.
During October of 2009, the customer has informed us of its intent to cancel the
unshipped balance of the order, notwithstanding the fact that the order is
non-cancellable.





Cost
of Goods Sold





Cost of
goods sold totaled $3,902,855 and $4,350,975 for 2009 and 2008,
respectively.





Change
      in2009Versus 20082009
                          
                          
                          2008
                          
                          
                          $
                          
                          
                          %Cost
      of Goods Sold
                          
                          $
                          3,902,855
                          
                          
                          $
                          4,350,975
                          
                          
                          $
                          (448,120)
                          
                          
                          
                          (10)
                          %





Cost of
goods consists of costs to manufacture, inventory write-offs and reserve
adjustment and warranty expense.  The decrease of $448,120, or 10%, in
2009 as compared to 2008 was attributable to an increase of $1,091,187 for costs
to manufacture, offset by decreases of $1,405,913 for inventory write-offs and
reserve adjustments and $133,394 for warranty expense. The increase in cost to
manufacture results primarily from the increase in revenue during the 2009
period.





Operating
Expenses





Operating
expense totaled $2,739,326 and $8,728,451 for 2009 and 2008,
respectively.




Change
      in2009Versus 20082009
                                              
                                              
                                              2008
                                              
                                              
                                              $
                                              
                                              
                                              
                                              %Operating
      ExpensesAdministrative
                                              
                                              $
                                              1,919,036
                                              
                                              
                                              $
                                              5,462,582
                                              
                                              
                                              $
                                              (3,543,546
                                              )
                                              
                                              
                                              (65
                                              )%Consulting
      Fees
                                              
                                              
                                              116,501
                                              
                                              
                                              
                                              612,414
                                              
                                              
                                              
                                              (495,913
                                              )
                                              
                                              
                                              (81
                                              )%Professional
      Fees
                                              
                                              
                                              445,257
                                              
                                              
                                              
                                              734,680
                                              
                                              
                                              
                                              (289,423
                                              )
                                              
                                              
                                              (39
                                              )%Research
      and development
                                              
                                              
                                              258,532
                                              
                                              
                                              
                                              467,887
                                              
                                              
                                              
                                              (209,355
                                              )
                                              
                                              
                                              (45
                                              )%Impairment
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,450,888
                                              
                                              
                                              
                                              (1,450,888
                                              )
                                              
                                              
                                              (100.0
                                              )%Total
      expense
                                              
                                              $
                                              2,739,326
                                              
                                              
                                              $
                                              8,728,451
                                              
                                              
                                              $
                                              (5,989,125
                                              )
                                              
                                              
                                              (69
                                              )%




Administrative
Expenses





Administrative
expenses totaled $1,919,036 and $5,462,582 for 2009 and 2008,
respectively.  The decrease of $3,543,546 or 65% from 2009 to 2008 was
primarily attributable to a decrease in share based compensation of $1,080,916
(resulting from a decrease in issued and outstanding equity awards) and
reductions in salaries of $478,552, marketing and investor relations of
$304,745, travel of $104,566, and depreciation and amortization expense of
$659,404. Administrative expenses consist of travel, marketing, compensation,
administrative fees, and depreciation and amortization expense.


18


Consulting
Fees





Consulting
fees totaled $116,501 and $612,414 for 2009 and 2008,
respectively.  The decrease of $495,913, or 81%, from 2008 to 2009 was
primarily attributable to the use of fewer consultants in the current period.
Consulting fee expense consists of payments made to independent contractors that
provided services to us.





Professional
Fees





Professional
fees expense totaled $445,257 and $734,680 for 2009 and 2008,
respectively.  The decrease of $289,423, or 39%, from 2008 to 2009 was
primarily attributable to decreased activity and overall lower cost of
professional fees. A decrease in legal fees of $372,535 was partially offset by
an increase in audit and accounting fees of $83,112. Professional fees expense
primarily consists of amounts related to services provided by our outside
counsel, auditors and other similar providers.





Research
and Development Expenses






Research
and development expenses totaled $258,532 and $467,887 for 2009 and 2008,
respectively. The decrease of $209,355, or 45%, from 2008 to 2009 was primarily
attributable to reduced consulting costs. Research and development expense
consists of costs relating to further development of our OTP products and
solutions.





Other
Income (Expense)




Other income (expense) totaled
approximately $3,330,443of expense in 2009 and$1,321,308of incomein
2008.





Change
      in2009Versus 20082009
                                          
                                          
                                          2008
                                          
                                          
                                          $
                                          
                                          
                                          %Other
      income (expense):Change
      in fair value of warrant and conversion liabilities
                                          
                                          $
                                          (1,154,584
                                          )
                                          
                                          $
                                          3,068,251
                                          
                                          
                                          $
                                          (4,222,835
                                          )
                                          
                                          
                                          (138
                                          )%Gain
      on extinguishment of debt
                                          
                                          
                                          9,553,684
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          9,553,684
                                          
                                          
                                          
                                          100
                                          %Other
      income
                                          
                                          
                                          606,815
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          606,815
                                          
                                          
                                          
                                          100
                                          %Other
      expense
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (129,795
                                          )
                                          
                                          
                                          129,795
                                          
                                          
                                          
                                          (100
                                          )%Interest
      income
                                          
                                          
                                          82
                                          
                                          
                                          
                                          26,857
                                          
                                          
                                          
                                          (26,775
                                          )
                                          
                                          
                                          (99.7
                                          )%Interest
      expense
                                          
                                          
                                          (12,336,440
                                          )
                                          
                                          
                                          (1,644,005
                                          )
                                          
                                          
                                          (10,692,435
                                          )
                                          
                                          
                                          (87
                                          )%Total
      other income (expense)
                                          
                                          $
                                          (3,330,443
                                          )
                                          
                                          $
                                          1,321,308
                                          
                                          
                                          $
                                          (4,651,751
                                          )




Change
in fair value of warrants and conversion liability





The
change in the fair value of our warrant and conversion liabilities resulted
primarily from the changes in our stock price, the conversion and exercise
prices of the instruments and the volatility of our common stock during the
reported periods. We had no warrant liability at January 1,
2008.  Refer to Note 6 to the financial statements for further
discussion on our warrant liabilities and the related 8% senior secured
convertible debentures.





The
securities were not issued with the intent of effectively hedging any future
cash flow, fair value of any asset, liability or any net investment in a foreign
operation. The securities do not qualify for hedge accounting, and as such, all
future changes in the fair value of these securities will be recognized
currently in earnings until such time as the securities are exercised or
expire.





Gain
on extinguishment of debt





We have
recorded an aggregate of $9,520,784 of gains on extinguishment of debt resulting
from the cancellation or restructuring of our 2008 convertible debentures and
the related common stock purchase warrants. Refer to Note 6 to the
financial statements for further discussion on the cancellation and
restructuring.





During
the fourth quarter of 2009, certain debenture holders converted an aggregate of
$86,416 of debentures into common stock. Since the conversion feature has been
accounted for as a liability, we have recorded a gain upon conversion of debt in
the amount of $32,900. Refer to Note 6 to the financial statements for further
discussion





Other
Income





Other
income consists of customer deposit forfeitures, net of vendor deposit
forfeitures.


19


Other
Expense





Other
expense for 2008 consists of a loss recognized on a sublease.





Interest
Income





The
decrease in interest income is primarily attributable to a decrease in balances
in interest bearing accounts.





Interest
expense





Interest
expense totaled $12,336,440 and $1,644,005 for 2009 and 2008,
respectively.   Interest expense for 2009 consists of
interest accrued on our convertible debentures of $1,337,356, other interest of
$48,132, amortization of debt discount of $7,859,150, amortization of debt issue
costs of $449,052 and a charge of $2,642,750 for the 30% increase in the
principal amount of our convertible debentures as a result of the default
described in Note 6 to the financial statements. Interest expense for
2008 consists of interest accrued on our convertible debentures of $604,730,
other interest of $19,621, amortization of debt discount of $941,206 and
amortization of debt issue costs of $78,448.





As a
result of the default on our debentures, the interest rate was increased from 8%
to 18% effective February 20, 2009 and the maturity date of the debentures was
accelerated. The Company fully amortized the remaining discount and deferred
debt issue costs during the quarter ended March 31, 2009.





Liquidity
and Capital Resources





Our
principal sources of operating capital since inception through December 31, 2009
have been equity and debt financings totaling approximately $31,431,000, and to
a lesser degree our revenues.  Since inception, we have incurred
significant losses, and as of December 31, 2009 and 2008 we had an accumulated
deficit of $38,360,101 and 36,996,720, respectively.





Sales of
the ICT DisplayCard and newly introduced OTP products, the Company’s main
products, are not expected to generate positive cash flow until the third
quarter of 2010. As a result, there is substantial doubt about the Company’s
ability to continue as a going concern at December 31, 2009.




As of
December 31, 2009 we had approximately $246,000 in cash and cash
equivalents. Combined with anticipated revenue collections and planned expense
reductions, the Company believes this amount will last until or through the
third quarter of 2010.




Change
      in2009Versus 20082009
                                          
                                          
                                          2008
                                          
                                          
                                          $
                                          
                                          
                                          %At
      December 31:Cash
      & Cash Equivalents
                                          
                                          $
                                          245,765
                                          
                                          
                                          $
                                          76,645
                                          
                                          
                                          $
                                          169,120
                                          
                                          
                                          
                                          220
                                          %Year
      ended December 31:Net
      cash used in operating activities
                                          
                                          $
                                          (958,201
                                          )
                                          
                                          $
                                          (8,216,304
                                          )
                                          
                                          $
                                          7,258,103
                                          
                                          
                                          
                                          88
                                          %Net
      cash used in investing activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (69,151
                                          )
                                          
                                          
                                          69,151
                                          
                                          
                                          
                                          100
                                          %Net
      cash provided by financing activities
                                          
                                          
                                          1,127,321
                                          
                                          
                                          
                                          8,022,500
                                          
                                          
                                          
                                          (6,895,179
                                          )
                                          
                                          
                                          (86
                                          )%





Net
Cash Provided by (Used in) Operating Activities




We used
$958,201 and $8,216,304 in cash for our operating activities during 2009 and
2008, respectively.  The decrease in cash used of $7,258,103 was
primarily attributable to a decrease in payments for accounts payable and
accrued expenses of $2,072,173, a decrease in cash applied to inventory of
$1,496,209, an increase in accrued interest of $1,358,911 and a decrease in
loss (after adjustment for non-cash charges) of $2,858,465, all partially offset
by a decrease in collections on accounts receivable of $332,795.





Net
Cash Provided by Financing Activities





We
received $1,127,321 and $8,022,500 in cash from financing activities during 2009
and 2008, respectively.  We also received $100,000 in bridge financing
in 2009, of which $50,000 was repaid in September and the balance repaid in
October.





Listed
below are key financing transactions entered into by us in the last two
years:


20





·
            On January 8, 2008, we
      entered into a securities purchase agreement with 13 institutional and
      accredited investors. Pursuant to the terms of the agreement, we sold $3.5
      million of our 8% Senior Secured Convertible Debenture. The debentures:
      (i) bear interest at 8% per year, paid quarterly in cash or
      registered common stock, at our discretion; (ii) have a maturity of
      January 8, 2011, (iii) are convertible at the holder’s option
      into shares of our common stock at $2.50 per share, (iv) are secured
      by all of our and our subsidiary’s assets including inventory,
      receivables, unencumbered equipment and intellectual property, and
      (v) have a forced conversion feature which allows us to force the
      conversion of the debentures if our common stock trades above $5.00 for 20
      consecutive trading days and certain other conditions are met. In
      connection with the sale of the debentures, we also issued the purchasers
      five-year common stock purchase warrants to purchase an aggregate of
      700,000 shares of our common stock at an exercise price of $2.75 per
      share. We used the net proceeds of the financing for our working capital
      requirements and to pay down certain obligations. Both the conversion
      price of the debentures and the warrants’ exercise price were reset
      following the April 15, 2008 financing discussed
      below.





·
            On April 15, 2008, sold an
      additional $5 million of our 8% Senior Secured Convertible Debenture to
      EMC Corporation.   As a result of market conditions, the
      conversion price of the debenture is $2.48 per share.  This
      resulted in a re-pricing of our January 8, 2008
      debentures.   In connection with the sale of the additional
      debentures, we issued EMC a five-year common stock purchase warrant to
      purchase 1,008,064 shares of our common stock at an exercise price of
      $2.728 per share. Similar to the conversion of the debentures, this
      resulted in a re-pricing of the January 8, 2008 warrant exercise price to
      $2.728 per share.  We used the net proceeds of the financing for
      our working capital requirements and to pay down certain
      obligations.




·
            On September 30, 2009 we sold an
      additional $1,173,416 face value of our Amended Debentures (convertible
      into 4,693,664 common shares) and 2,254,642 Amended
      Warrants.  We received cash proceeds of $1,127,321. The Amended
      Debentures (i) bear interest at 8% per year commencing on April 1, 2010,
      paid quarterly, commencing July 1, 2010, in cash or, subject to certain
      conditions, registered shares of our common stock; (ii) have a maturity of
      January 8, 2011, (iii) are convertible at the holders’ option into shares
      of our common stock at $0.25 per share, (iv) are secured by all of our and
      our subsidiaries’ assets, including inventory, receivables, unencumbered
      equipment and intellectual property, and (v) have a forced conversion
      feature which allows us to force the conversion of the Amended
      Debentures if our common stock trades above $1.00 for 10 consecutive
      trading days.  Such a forced conversion may be limited by
      contractual restrictions on the amount of our common stock which the
      holder may own and certain other conditions.  Each Amended
      Warrant has a term of 5 years and an exercise price of $0.25 per share.
      The Amended Warrants also provide for the issuance of a replacement
      warrant in the event they are exercised for
  cash.





Both the
conversion price of the Amended Debentures and the exercise price of the Amended
Warrants are subject to “full-ratchet” price protection in the event of stock
issuances below their respective conversion or exercise prices, except for
specified exempted issuances including grants of stock options and stock
issuances to officers, directors, employees and consultants.





Restructuring
and Sales of Our 8% Senior Secured Debentures





On
September 30, 2009, we completed the restructuring of our 8% Senior Secured
Convertible Debentures as well as certain warrants held by the debenture
holders.  In connection with the restructuring, we sold an additional
$1,173,416 face value of our Amended Debentures (convertible into 4,693,664
common shares) and 2,254,642 Amended Warrants.  The effect of these
transactions is a follows:





·
            Cancellation of 8% Senior Secured
      Convertible Debentures in the amount of $7,581,981 and warrants to
      purchase
1,008,064  shares;





·
            Issuance of Amended 8% Senior
      Secured Convertible Debentures in the amount $1,339,041 ($1.00 conversion
      price) and Amended Warrants to purchase 246,460 ($0.25 exercise price)
      common shares.  These debentures and warrants do not contain any
      anti-dilution or repricing
provisions;





·
            Issuance of Amended 8% Senior
      Secured Convertible Debentures in the amount $4,509,703 ($0.25 conversion
      price) and Amended Warrants 2,843,715 ($0.25 exercise price); These
      debentures and warrants have anti-dilution and repricing
      provisions;





·
            Gross cash proceeds to the
      Company in the amount of $1,127,321;
and





·
            Conversion of past due
      obligations to creditors and short term financing in the amount of
      $672,243.





The
foregoing summary of the transaction is qualified in its entirety by reference
to the full text of the transaction documents filed as exhibits to our Current
Report on Form 8-K which was filed with the SEC on October 5,
2009.  The information contained in such Current Report regarding the
transaction is incorporated herein by reference. Refer to Note 5 to the
financial statements for further discussion on the cancellation and
restructuring.


21


Future
Needs





Through
the date of this report, our operations have been funded primarily through
equity and debt financings totaling approximately $31,431,000 since
inception.





We
believe that our current cash of approximately $239,000 as of March 15, 2010,
combined with anticipated revenue collections, will provide us with sufficient
resources to fund our operations until the third quarter of 2010.





If we are
able to successfully sell our products in substantial quantities during the
second and third quarters of 2010 we may be able to continue operations until or
through the third quarter of 2010.  If we need additional capital, we
do not have any binding commitments for, or readily available sources of,
additional financing. Additional financing, whether through public or private
equity or debt financing, arrangements with stockholders or other sources, may
not be available, or if available, may be on terms unacceptable to us. If we
issue additional equity securities to raise funds, the ownership percentage of
our existing stockholders would be reduced. New investors may demand rights,
preferences or privileges senior to those of existing holders of our common
stock. Debt incurred by us would be senior to equity in the ability of debt
holders to make claims on our assets. The terms of any debt issued could impose
restrictions on our operations. If adequate funds are not available to satisfy
our capital requirements, our operations and liquidity could be materially
adversely affected.





Going
Concern





Our
independent registered public accountants have included a going concern
explanatory paragraph in their unqualified opinions on our 2009 and 2008
financial statements.





ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET
  RISK





We are
not required to provide the information as to selected financial data as we are
considered a smaller reporting company.




ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA




INDEX TO
FINANCIAL STATEMENTS
 
 PageReport
      of RBSM, LLP, Independent Registered Public Accounting
Firm
              F-1Report
      of SingerLewak LLP, Independent Registered Public Accounting
      Firm
              F-2Consolidated
      Balance Sheets
              F-3Consolidated
      Statements of Operations
              F-4Consolidated
      Statements of Stockholder’s Equity (Deficit)
              F-5Consolidated
      Statements of Cash Flows
              F-6Notes
      to Consolidated Financial Statements
              F-7









REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Shareholders of
 Innovative
Card Technologies, Inc.
 
 We have
audited the accompanying consolidated balance sheet of Innovative Card
Technologies, Inc. and subsidiaries (the “Company”) as of December 31, 2009, and
the related consolidated statements of operations, (deficiency in) stockholder’s
equity and cash flows for the year then ended.  These consolidated
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based upon our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is
not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Innovative Card
Technologies, Inc. and its subsidiaries as of December 31, 2009, and the results
of its consolidated operations and its cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the accompanying consolidated financial statements, the Company has suffered
recurring losses from operations and does not have sufficient cash or working
capital to meet anticipated requirements through 2010. This raises substantial
doubt about the Company's ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note 1.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/
      RBSM LLPNew
      York, New YorkMarch
      31, 2010
 F-1
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors and Shareholders
 Innovative
Card Technologies, Inc.
 
 We have
audited the accompanying consolidated balance sheet of Innovative Card
Technologies, Inc. and subsidiary (collectively, the “Company”) as of December
31, 2008, and the related consolidated statements of operations, stockholders’
equity/(deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express and opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Innovative Card
Technologies, Inc. and subsidiary as of December 31, 2008, and the results of
their operations and their cash flows for the year then ended, in
conformity with U.S. generally accepted accounting principles.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the consolidated financial statements, the Company has suffered recurring
losses from operations. This raises substantial doubt about the Company's
ability to continue as a going concern.  Management's plans in regard
to these matters are also described in Note 1.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 /s/
SingerLewak LLP
 
 SingerLewak
LLP
 Los
Angeles, California
 May 15,
2009
 F-2


INNOVATIVE
CARD TECHNOLOGIES, INC.
 CONSOLIDATED
BALANCE SHEETS
 
 December
      31,
                      
                      
                      December
      31,2009
                      
                      
                      2008AssetsCurrent
      assets:Cash
      and cash equivalents
                      
                      $
                      245,765
                      
                      
                      $
                      76,645Accounts
      receivable, net of allowance for doubtful accounts of $61,398 and $60,000,
      respectively
                      
                      
                      699,854
                      
                      
                      
                      190,767Prepaids
      and other current assets
                      
                      
                      76,130
                      
                      
                      
                      174,178Deposits
      on raw materials held for production
                      
                      
                      165,138
                      
                      
                      
                      268,318Raw
      materials held for production
                      
                      
                      134,754
                      
                      
                      
                      347,529Work
      in progress inventory, net
                      
                      
                      107,212
                      
                      
                      
                      1,454,940Finished
      goods inventory
                      
                      
                      34,421
                      
                      
                      
                      -Total
      current assets
                      
                      
                      1,463,274
                      
                      
                      
                      2,512,377Property
      and equipment
                      
                      
                      93,763
                      
                      
                      
                      171,722Deferred
      debt issuance cost
                      
                      
                      -
                      
                      
                      
                      449,052Deposits
                      
                      
                      3,720
                      
                      
                      
                      62,971Total
      assets
                      
                      $
                      1,560,757
                      
                      
                      $
                      3,196,122Liabilities
      and stockholders' deficitCurrent
      liabilities:Accounts
      payable and accrued expenses
                      
                      $
                      912,271
                      
                      
                      $
                      1,281,602Accounts
      payable - related parties
                      
                      
                      -
                      
                      
                      
                      600,010Accrued
      interest
                      
                      
                      27,737
                      
                      
                      
                      31,689Warranty
      reserve
                      
                      
                      289,135
                      
                      
                      
                      198,854Deferred
      rent
                      
                      
                      -
                      
                      
                      
                      56,929Deferred
      revenue
                      
                      
                      450,189
                      
                      
                      
                      1,169,957Total
      current liabilities
                      
                      
                      1,679,332
                      
                      
                      
                      3,339,0418%
      convertible debentures, net of discount of $1,074,752 and $5,384,054 at
      December 31, 2009 and 2008, respectively
                      
                      
                      4,687,576
                      
                      
                      
                      3,425,111Warrant
      liability
                      
                      
                      470,592
                      
                      
                      
                      19,055Derivative
      liability
                      
                      
                      2,151,632
                      
                      
                      
                      -Total
      liabilities
                      
                      
                      8,989,132
                      
                      
                      
                      6,783,207Stockholders'
      deficitPreferred
      stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and
      outstanding
                      
                      
                      -
                      
                      
                      
                      -Common
      stock, $0.001 par value, 75,000,000 shares authorized, 28,840,920 and
      28,495,256 shares issued and outstanding at December 31, 2009 and 2008,
      respectively
                      
                      
                      28,841
                      
                      
                      
                      28,495Additional
      paid-in capital
                      
                      
                      30,902,885
                      
                      
                      
                      33,381,140Accumulated
      deficit
                      
                      
                      (38,360,101
                      )
                      
                      
                      (36,996,720
                      )Total
      deficiency in stockholders' equity
                      
                      
                      (7,428,375
                      )
                      
                      
                      (3,587,085
                      )Total
      liabilities and deficiency in stockholders' equity
                      
                      $
                      1,560,757
                      
                      
                      $
                      3,196,122
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3
  INNOVATIVE
CARD TECHNOLOGIES, INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 
 Years
      Ended December 31,2009
                  
                  
                  2008Revenues
                  
                  $
                  4,089,569
                  
                  
                  $
                  2,828,581Cost
      of goods sold
                  
                  
                  3,902,855
                  
                  
                  
                  4,350,975Gross
      profit/margin
                  
                  
                  186,714
                  
                  
                  
                  (1,522,394
                  )Operating
      expensesAdministrative
                  
                  
                  1,919,036
                  
                  
                  
                  5,462,582Consulting
      fees
                  
                  
                  116,501
                  
                  
                  
                  612,414Professional
      fees
                  
                  
                  445,257
                  
                  
                  
                  734,680Research
      and development
                  
                  
                  258,532
                  
                  
                  
                  467,887Impairment
                  
                  
                  -
                  
                  
                  
                  1,450,888Total
      operating expense
                  
                  
                  2,739,326
                  
                  
                  
                  8,728,451Loss
      from operations
                  
                  
                  (2,552,612
                  )
                  
                  
                  (10,250,845
                  )Other
      income (expense)Change
      in fair value of warrant and conversion liability
                  
                  
                  (1,154,584
                  )
                  
                  
                  3,068,251Gain
      on extinguishment of debt
                  
                  
                  9,553,684
                  
                  
                  
                  -Other
      income
                  
                  
                  606,815
                  
                  
                  
                  -Other
      expense
                  
                  
                  -
                  
                  
                  
                  (129,795
                  )Interest
      income
                  
                  
                  82
                  
                  
                  
                  26,857Interest
      expense
                  
                  
                  (12,336,440
                  )
                  
                  
                  (1,644,005
                  )Total
      other income (expense)
                  
                  
                  (3,330,443
                  )
                  
                  
                  1,321,308Loss
      before provision for income taxes
                  
                  
                  (5,883,055
                  )
                  
                  
                  (8,929,537
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  
                  (5,883,055
                  )
                  
                  
                  (8,929,537
                  )Basic
      and diluted loss per share
                  
                  $
                  (0.21
                  )
                  
                  $
                  (0.31
                  )Weighted
      average shares outstanding, Basic and diluted
                  
                  
                  28,570,768
                  
                  
                  
                  28,477,607
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4
  INNOVATIVE
CARD TECHNOLOGIES INC.
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 FOR THE
YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 AdditionalSeries
      A Preferred Stock
                              
                              
                              Common
      Stock
                              
                              
                              Paid-in
                              
                              
                              Accumulated
                              
                              
                              Stockholders'Shares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Deficit
                              
                              
                              DeficiencyBalance,
      January 1, 2008
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              28,433,116
                              
                              
                              $
                              28,433
                              
                              
                              $
                              28,456,621
                              
                              
                              $
                              (28,067,183
                              )
                              
                              $
                              417,871Exercise
      of options
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              50,000
                              
                              
                              
                              50
                              
                              
                              
                              49,950
                              
                              
                              
                              -
                              
                              
                              
                              50,000Cashless
      exercise of warrants
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              12,140
                              
                              
                              
                              12
                              
                              
                              
                              (12
                              )
                              
                              
                              -
                              
                              
                              
                              -Warrants
      issued with 8% debentures
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,237,954
                              
                              
                              
                              -
                              
                              
                              
                              3,237,954Warrants
      issued to consultants
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              413,350
                              
                              
                              
                              -
                              
                              
                              
                              413,350Stock
      based compensation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,223,277
                              
                              
                              
                              -
                              
                              
                              
                              1,223,277Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (8,929,537
                              )
                              
                              
                              (8,929,537
                              )Balance,
      December 31, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              28,495,256
                              
                              
                              
                              28,495
                              
                              
                              
                              33,381,140
                              
                              
                              
                              (36,996,720
                              )
                              
                              
                              (3,587,085
                              )Cumulative
      effect of change in accountingprinciple
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (3,237,954
                              )
                              
                              
                              4,519,674
                              
                              
                              
                              1,281,720Warrants
      issued with 8% debentures
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              33,756
                              
                              
                              
                              -
                              
                              
                              
                              33,756Reclassification
      of derivative liabilities
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              44,682
                              
                              
                              
                              -
                              
                              
                              
                              44,682Shares
      issued upon conversion of debentures
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              345,664
                              
                              
                              
                              346
                              
                              
                              
                              125,550
                              
                              
                              
                              -
                              
                              
                              
                              125,896Stock
      based compensation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              555,711
                              
                              
                              
                              -
                              
                              
                              
                              555,711Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (5,883,055
                              )
                              
                              
                              (5,883,055
                              )Balance,
      December 31, 2009
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              28,840,920
                              
                              
                              $
                              28,841
                              
                              
                              $
                              30,902,885
                              
                              
                              $
                              (38,360,101
                              )
                              
                              $
                              (7,428,375
                              )
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-5
  INNOVATIVE
CARD TECHNOLOGIES, INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FOR THE
YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 2009
                  
                  
                  2008Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (5,883,055
                  )
                  
                  $
                  (8,929,537
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                  
                  
                  56,275
                  
                  
                  
                  715,679Bad
      debts
                  
                  
                  1,398
                  
                  
                  
                  -Change
      in fair value of warrant liability
                  
                  
                  46,126
                  
                  
                  
                  (3,068,251
                  )Change
      in fair value of conversion liability
                  
                  
                  1,108,458
                  
                  
                  
                  -Amortization
      of debt discount
                  
                  
                  7,859,150
                  
                  
                  
                  941,206Amortization
      of deferred debt issuance costs
                  
                  
                  449,052
                  
                  
                  
                  78,448Debt
      default penalty
                  
                  
                  2,642,749
                  
                  
                  
                  -Deferred
      interest and deferral fees
                  
                  
                  -
                  
                  
                  
                  309,165Stock
      based compensation expense
                  
                  
                  555,711
                  
                  
                  
                  1,636,627Fees
      paid with debenture
                  
                  
                  45,000
                  
                  
                  
                  -Noncash
      gain on extinguishment of debt
                  
                  
                  (9,613,684
                  )
                  
                  
                  -Deposit
      forfeitures, net
                  
                  
                  (606,815
                  )
                  
                  
                  -Fixed
      asset write off
                  
                  
                  15,866
                  
                  
                  
                  -Inventory
      write off
                  
                  
                  -
                  
                  
                  
                  923,065Change
      in provision for obsolete inventory
                  
                  
                  255,248
                  
                  
                  
                  15,724Impairment
      charge on intangible assest
                  
                  
                  -
                  
                  
                  
                  1,450,888(Increase)
      decrease in accounts receivable
                  
                  
                  (510,485
                  )
                  
                  
                  (177,690
                  )(Increase)
      decrease in prepaids and other current assets
                  
                  
                  98,048
                  
                  
                  
                  (120,051
                  )(Increase)
      decrease in deposits on raw materials held for production
                  
                  
                  23,680
                  
                  
                  
                  337,344(Increase)
      decrease in raw materials held for production
                  
                  
                  117,886
                  
                  
                  
                  29,642(Increase)
      decrease in work in progress inventory
                  
                  
                  1,213,689
                  
                  
                  
                  (568,681
                  )(Increase)
      decrease in work in finished goods inventory
                  
                  
                  (60,741
                  )
                  
                  
                  -(Increase)
      decrease in deposits
                  
                  
                  59,251
                  
                  
                  
                  114,776Increase
      (decrease) in accounts payable and accrued expenses
                  
                  
                  (363,513
                  )
                  
                  
                  (2,378,442
                  )Increase
      (decrease) in accounts payable - related parties
                  
                  
                  -
                  
                  
                  
                  (57,244
                  )Increase
      (decrease) in accrued interest
                  
                  
                  1,390,600
                  
                  
                  
                  31,689Increase
      (decrease) in warranty reserve
                  
                  
                  90,281
                  
                  
                  
                  171,038Increase
      (decrease) in deferred rent
                  
                  
                  (56,929
                  )
                  
                  
                  56,929Increase
      (decrease) in deferred revenue
                  
                  
                  108,553
                  
                  
                  
                  271,372Net
      cash used in operating activities
                  
                  
                  (958,201
                  )
                  
                  
                  (8,216,304
                  )Cash
      flows from investing activities:Purchase
      of property and equipment
                  
                  
                  -
                  
                  
                  
                  (69,151
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  (69,151
                  )Cash
      flows from financing activities:Proceeds
      from issuance of 8% convertible debentures
                  
                  
                  1,127,321
                  
                  
                  
                  8,500,000Proceeds
      from note
                  
                  
                  100,000
                  
                  
                  
                  -Repayment
      of note
                  
                  
                  (100,000
                  )
                  
                  
                  -Payments
      on debt issuance cost
                  
                  
                  -
                  
                  
                  
                  (527,500
                  )Proceeds
      from exercise of options/warrants
                  
                  
                  -
                  
                  
                  
                  50,000Net
      cash provided by financing activities
                  
                  
                  1,127,321
                  
                  
                  
                  8,022,500Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  169,120
                  
                  
                  
                  (262,955
                  )Cash
      and cash equivalents, beginning of period
                  
                  
                  76,645
                  
                  
                  
                  339,600Cash
      and cash equivalents, end of period
                  
                  $
                  245,765
                  
                  
                  $
                  76,645Supplemental
      Schedule of Cash Flow Information:Cash
      paid for interest
                  
                  $
                  2,705
                  
                  
                  $
                  253,356Non-Cash
      Financial Activity:Debt
      discount attributable to beneficial conversion feature
                  
                  $
                  -
                  
                  
                  $
                  3,237,953Debt
      discount attributable to warrants
                  
                  
                  -
                  
                  
                  
                  3,087,307Value
      of warrants issued as non-employee compensation included in prepaid
      expenses and other current assets
                  
                  
                  -
                  
                  
                  
                  254,580Warrant
      liability for warrants issued with debentures
                  
                  
                  639,522
                  
                  
                  
                  -Warrants
      issued with debentures
                  
                  
                  33,756
                  
                  
                  
                  -Derivative
      conversion feature liability of convertible debt
                  
                  
                  1,373,964
                  
                  
                  
                  -Liabilities
      settled with debentures and warrants
                  
                  
                  672,243
                  
                  
                  
                  -Debt
      converted to common stock
                  
                  
                  86,416
                  
                  
                  
                  -Conversion
      liability extinguished upon conversion of debt
                  
                  
                  75,410
                  
                  
                  
                  -
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-6
  INNOVATIVE
CARD TECHNOLOGIES, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 NOTE
1 - ORGANIZATION AND LINE OF BUSINESS
 
 COMPANY
OVERVIEW
  The
Company develops and markets secure powered cards for payment, identification,
physical and logical access applications. Our main focus is on developing
One-Time-Password (“OTP”) solutions.  An OTP is a password that is
only valid for a single login session or transaction. OTPs avoid a number of
shortcomings that are associated with traditional (static) passwords. The most
important shortcoming that is addressed by OTPs is that, in contrast to static
passwords, they are not vulnerable to replay attacks. This means that, if a
potential intruder manages to record an OTP that was already used to log into a
service or to conduct a transaction, he will not be able to abuse it since it
will be no longer valid.
  Currently,
our main OTP product is the ICT DisplayCard.  The ICT DisplayCard
integrates the security of an OTP token directly into a card the size of a
standard credit or debit card. A token is a portable physical device, typically
in a key-fob form factor, that generates the OTP (also referred to as a one-time
passcode).  At the push of a button, the ICT DisplayCard displays, a
one-time passcode. During a transaction, this number is entered into a user
interface with other information (such as the user’s static PIN and login name).
This information is relayed to a backend system for multi-factor authentication.
InCard does not provide the backend authentication server, but rather will
integrate the ICT DisplayCard into authentication systems provided by other
companies including distributors and other resellers of the ICT DisplayCard. The
ICT DisplayCard’s authentication works like tokens issued by VASCO, RSA, and
ActivIdentity, but in a more convenient, wallet-sized card. In December of 2009,
we introduced the ICard, our new low cost OTP product intended to serve the
masses.
 
 Our
primary focus is and will continue to be the further development, sales and
marketing of OTP solutions.  We anticipate we will expand our
current ICT DisplayCard product offering with other innovative OTP
products.  Since 2002, we have continued to develop our power inlay
technology that is the basis of our ICT DisplayCard.
 
 BASIS
OF PRESENTATION AND GOING CONCERN
 
 The
accompanying consolidated financial statements of Innovative Card
Technologies, Inc. (“ICTI”) include the amounts of its wholly-owned
subsidiary, PSA Co. (“PSAC”) which was incorporated in the State of Delaware on
August 27, 2003.
  As of
December 31, 2009 and 2008, the Company has incurred net losses of $5,883,055
and $8,929,537, negative working capital of $216,058 and $826,664, has an
accumulated deficit of $38,360,101 and $36,996,720 and stockholders’ deficiency
of $7,428,375 and $3,587,085, respectively. Sales of the ICT DisplayCard and
newly introduced OTP products, the Company’s main products, are not expected to
generate positive cash flow until the third quarter of 2010. As a result, there
is substantial doubt about the Company’s ability to continue as a going concern
at December 31, 2009.
 
 Management’s
plan regarding these matters is to increase sales, resulting in reduced losses
and raise additional debt and/or equity financing to cover operating costs as
well as its obligations as they become due.
 
 There can be no assurances that funds
will be available to the Company when needed or, if available, that such funds
would be available under favorable terms. In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot obtain
additional funds in the near future, the Company may seek protection under
bankruptcy laws.
  F-7
  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. This basis of accounting
contemplates the recovery of the Company’s assets and the satisfaction of
liabilities in the normal course of business and does not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.
  As of
March 15, 2010 the Company has approximately $239,000 in cash. Combined
with anticipated revenue collections and planned expense reductions, the Company
believes this amount will be enough to fund our operations until or through the
third quarter of 2010.
  NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 PRINCIPLES
OF CONSOLIDATION
 
 The
consolidated financial statements include the accounts of Innovative Card
Technologies and its wholly owned subsidiary, PSA Co. All significant
inter-company accounts and transactions are eliminated in
consolidation.
 
 USE
OF ESTIMATES
 
 The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
 
 REVENUE
RECOGNITION
 
 The
Company recognizes revenue in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605 “Revenue
Recognition”. Revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
and determinable and collectibility is reasonably assured. Revenue is not
recognized on product sales transacted on a test or pilot basis. Instead,
receipts from these types of transactions offset marketing expenses. Revenue
from royalties is recognized with the passage of time in accordance with the
underlying agreement.
 
 CASH
AND CASH EQUIVALENTS
 
 For the
purpose of the statements of cash flows, the Company considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents.
 
 ACCOUNTS
RECEIVABLE
 
 Our sales
to date have been to large credit card issuers and we have been successful in
collecting for products and services. We perform a regular review of our
customer activity and associated credit risks and do not require collateral from
our customers. At December 31, 2009 and 2008, based on our review of customer
activity, we recorded an allowance for doubtful accounts of $61,398 and $60,000,
respectively.
  F-8
  INVENTORY
 
 The
Company values its inventory at the lower of cost (first-in, first-out) or
market. The Company uses estimates and judgments regarding the valuation of
inventory to properly value inventory. Inventory adjustments are made for the
difference between the cost of the inventory and the estimated realizable value
and charged to cost of goods sold in the period in which the facts that give
rise to the adjustments become known.
 
 INTANGIBLE
ASSETS AND LONG-LIVED ASSETS
 
 The cost
incurred to acquire intangible assets, which are active and relate to products
with a definitive life cycle, are amortized over the estimated useful life of
three to five years. The Company assesses the carrying value of long-lived
assets in accordance with ASC 360, "Property, Plant and Equipment". The Company
assesses the impairment of identifiable intangibles and long-lived assets
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Factors considered important that could trigger an
impairment review include, but are not limited to, the following: a significant
underperformance to expected historical or projected future operating results, a
significant change in the manner of the use of the acquired asset or the
strategy for the overall business, or a significant negative industry or
economic trend.
 
 Based on
anticipated future income and cash flows and other factors relevant in the
opinion of the Company’s management, certain intangibles were determined to be
completely impaired during the year ended December 31, 2008.  See
Note 5 – Intangible Assets.
 
 MAJOR
SUPPLIERS
 
 The
Company obtains the battery, a key component for the Company’s power inlay
technology, from a single source, Solicore, Inc., on a purchase order
basis. The Company believes that alternative sources for this component in the
event of a disruption or discontinuation in supply would not be available on a
timely basis, which could disrupt Company operations, delay production for up to
twelve months and impair the Company’s ability to manufacture and sell
products.
  The
Company obtains the display, a key component for the Company’s ICT DisplayCard,
from a single source, SmartDisplayer, pursuant to the Company’s agreement with
SmartDisplayer. On November 10, 2007, the Company was required to make a deposit
on a purchase order to maintain its exclusivity. The Company was unable to make
the deposit and therefore does not have exclusivity with SmartDisplayer. The
Company believes that alternative sources for this component in the event of a
disruption or discontinuation in supply would not be available on a timely
basis, which could disrupt Company operations relating to the ICT DisplayCard,
delay production of the ICT DisplayCard for up to twelve months and impair the
Company’s ability to manufacture and sell the ICT DisplayCard.
 
 The
Company assembles its ICT DisplayCard using a single source, NagraID, pursuant
to a written agreement. The Company believes that alternative sources for this
component in the event of a disruption or discontinuation in supply would not be
available on a timely basis, which could disrupt Company operations relating to
the ICT DisplayCard, delay production of the ICT DisplayCard for up to twelve
months and impair the Company’s ability to manufacture and sell the ICT
DisplayCard.
 
 MAJOR
CUSTOMERS
 
 Two
customers accounted for 97% and 77% of the Company’s revenues for each of the
years ended December 31, 2009 and 2008, respectively.
 
 Two and
three customers accounted for 87%  and 91% of our accounts
receivable at December 31, 2009 and 2008, respectively.
  F-9
  PROPERTY
AND EQUIPMENT
 
 Property
and equipment are stated at cost. The Company provides for depreciation and
amortization using the double-declining method over estimated useful lives of
five to seven years. Expenditures for maintenance and repairs are charged to
operations as incurred while renewals and betterments are capitalized. Gains or
losses on the sale of property and equipment are reflected in the statements of
operations.
 
 FAIR
VALUE OF FINANCIAL INSTRUMENTS
 
 Fair
value of financial instruments
  In April
2009, we adopted accounting guidance which requires disclosures about fair value
of financial instruments in interim financial statements as well as in annual
financial statements.
 
 Our
short-term financial instruments, including cash, accounts receivable, prepaid
expenses and other assets, accounts payable and accrued expenses, warranty
reserve and other liabilities, consist primarily of instruments without extended
maturities, the fair value of which, based on management’s estimates, reasonably
approximate their book value. The fair value of our convertible notes is based
on management estimates and reasonably approximates their book value based on
their current maturity. The fair value of the Company’s derivative instruments
is determined using option pricing models.
 
 Fair
value measurements
 
 Effective
November 1, 2008, we adopted new accounting guidance pursuant to ASC 820
“Fair Value Measurements and Disclosure”, which established a framework for
measuring fair value and expands disclosure about fair value measurements. The
Company did not elect fair value accounting for any assets and liabilities
allowed by previous guidance. Effective January 1, 2009, the Company
adopted the provisions of new accounting guidance that relate to non-financial
assets and liabilities that are not required or permitted to be recognized or
disclosed at fair value on a recurring basis. Effective April 1, 2009, the
Company adopted new accounting guidance which provides additional guidance for
estimating fair value in accordance with ASC 820, when the volume and level of
activity for the asset or liability have significantly decreased. The adoptions
of the provisions of ASC 820 did not have a material impact on our financial
position or results of operations.
  ASC 820
defines fair value as the amount that would be received for an asset or paid to
transfer a liability (i.e., an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants on the measurement date. ASC 820 also establishes a fair value
hierarchy that requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. ASC 820
describes the following three levels of inputs that may be
used:
  F-10
  
 Level 1 –
Quoted prices in active markets for identical assets or
liabilities.
  Level 2 –
Inputs other than Level 1 that are observable, either directly or indirectly,
such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the
assets or liabilities.
  Level 3 –
Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.
  In
accordance with ASC 820, the following table represents the Company’s fair value
hierarchy for its financial assets and (liabilities) measured at fair value on a
recurring basis as of December 31, 2009:
  Level 1
                                                        
                                                        
                                                        Level 2
                                                        
                                                        
                                                        Level 3
                                                        
                                                        
                                                        TotalAssetsCash
      and cash equivalents
                                                        
                                                        
                                                        245,765
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        245,765Total
      Assets
                                                        
                                                        
                                                        245,765
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        245,765LiabilitiesConvertible
      debentures
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        4,867,576
                                                        
                                                        
                                                        
                                                        4,867,576Warrant
      Liability
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        470,592
                                                        
                                                        
                                                        
                                                        470,592Derivative
      liabilities
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        2,151,632
                                                        
                                                        
                                                        
                                                        2,151,632Total
      liabilities
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        7,489,800
                                                        
                                                        
                                                        
                                                        7,489,800
 
 LOSS
PER SHARE
 
 The
Company utilizes ASC 260, “Earnings Per Share” for calculating the basic and
diluted loss per share. Basic loss per share is computed by dividing loss
available to common shareholders by the weighted-average number of common shares
outstanding. Diluted loss per share is computed similar to basic loss per share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. Common
equivalent shares are excluded from the computation if their effect is
anti-dilutive.
  Common
equivalent shares are excluded from the computation of diluted loss per share if
their effect would be anti-dilutive. There were 33,431,643 common share
equivalents at December 31, 2009 and 14,113,016 at December 31, 2008. Common
equivalent shares were excluded from the calculation of diluted loss per share
for the years ended December 31, 2009 and 2008 as their inclusion would reduce
diluted loss per share for those periods.
  WARRANTY
RESERVE
 
 The
Company generally warrants its products against defects over a period of one to
three years. An accrual for estimated future costs relating to products returned
under warrants is recorded as a charge to cost of sales when products are
shipped. The accrual is based on a percentage of sales. This percentage was 10%
through December 31, 2008, 3% for the period January 1 to September 30, 2009 and
2% effective October 1, 2009 (the changes in estimate based on historical
trends). Activity in the accrued warranty reserve liability for the years ended
December 31, 2009 and 2008 is as follows:
  F-11
 
 2009
                                    
                                    
                                    2008Balance
      at beginning of year
                                    
                                    $
                                    198,854
                                    
                                    
                                    $
                                    27,816Charged
      to cost of sales
                                    
                                    
                                    93,630
                                    
                                    
                                    
                                    226,950Deductions
                                    
                                    
                                    (3,349
                                    )
                                    
                                    
                                    (55,912
                                    )Balance
      at end of year
                                    
                                    $
                                    289,135
                                    
                                    
                                    $
                                    198,854
  STOCK
BASED COMPENSATION
 
 The
Company accounts for its stock based compensation under ASC 718 “Compensation –
Stock Compensation” which was adopted in 2006, using the fair value based
method. Under this method, compensation cost is measured at the grant date based
on the value of the award and is recognized over the service period, which is
usually the vesting period.  This guidance establishes standards for
the accounting for transactions in which an entity exchanges it equity
instruments for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that are based on
the fair value of the entity’s equity instruments or that may be settled by the
issuance of those equity instruments.
 
 INCOME
TAXES
 
 The
Company utilizes ASC 740 “Income Taxes” which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income.
 
 The
Company adopted new accounting guidance effective January 1, 2007. As a result
of the implementation of this new guidance, the Company made a comprehensive
review of its portfolio of uncertain tax positions in accordance with
recognition standards established by the guidance. As a result of this review,
the Company concluded that at this time there are no uncertain tax positions
that would result in tax liability to the Company. There was no cumulative
effect on retained earnings as a result of applying the provisions of this
guidance.
 
 RESEARCH
AND DEVELOPMENT
 
 Research
and development costs are charged to operations as incurred.
 
 CONCENTRATIONS
OF CREDIT RISK
 
 Financial
instruments which potentially subject the Company to concentrations of credit
risk consist of cash and cash equivalents. The Company places its cash and cash
equivalents with high credit, quality financial institutions. At times, such
cash and cash equivalents may be in excess of the Federal Deposit Insurance
Corporation insurance limit, currently $250,000.
 
 RECLASSIFICATIONS
 
 Certain
reclassifications have been made to prior year balances to conform to current
year presentation.
  F-12
  CHANGE
IN ACCOUNTING PRINCIPLE
 
 In June
2008, the FASB issued new accounting guidance which requires entities to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock by assessing the instrument’s contingent exercise
provisions and settlement provisions. Instruments not indexed to their own stock
fail to meet the scope exception of ASC 815 and should be classified as a
liability and marked-to-market. The statement is effective for fiscal years
beginning after December 15, 2008 and is to be applied to outstanding
instruments upon adoption with the cumulative effect of the change in accounting
principle recognized as an adjustment to the opening balance of retained
earnings. The Company has assessed its outstanding equity-linked financial
instruments and has concluded that, effective January 1, 2009, the
conversion feature of our convertible debentures will need to be recorded as a
derivative liability due to the fact that the conversion price is subject to
adjustment based on subsequent sales of securities. The cumulative effect of the
change in accounting principle on January 1, 2009 is an increase in our
derivative liability related to the fair value of the conversion feature of
$6,061, an increase in the unamortized discount related to our convertible
debentures of $1,287,781, a decrease in additional paid-in capital of $3,237,954
related to the decrease in beneficial conversion feature attributable to the
debentures, and a $4,519,674 net decrease in accumulated deficit, comprised of a
credit to reflect the change in fair value of the derivative liability from date
of issue to January 1, 2009 of $5,235,242 partially offset by a charge of
$715,568 for additional expense for amortization of debt discount.
 
 RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
 
 Accounting
Standards Codification and GAAP Hierarchy — Effective for interim and annual
periods ending after September 15, 2009, the Accounting Standards Codification
and related disclosure requirements issued by the FASB became the single
official source of authoritative, nongovernmental GAAP. The ASC simplifies GAAP,
without change, by consolidating the numerous, predecessor accounting standards
and requirements into logically organized topics. All other literature not
included in the ASC is non-authoritative. We adopted the ASC as of September 30,
2009, which did not have any impact on our results of operations, financial
condition or cash flows as it does not represent new accounting literature or
requirements.   All references to pre-codified U.S. GAAP have
been removed from this Form 10-K.
 
 In
September 2006, the FASB issued new accounting guidance which clarifies the
principle that fair value should be based on the assumptions market participants
would use when pricing an asset or liability and establishes a fair value
hierarchy that prioritizes the information used to develop those assumptions.
Under the guidance, fair value measurements would be separately disclosed by
level within the fair value hierarchy. The guidance is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years, with early adoption permitted. In
February 2008, FASB issued additional guidance which delayed the effective date
of previous guidance to fiscal years and interim periods within those fiscal
years beginning after November 15, 2008 for non-financial assets and
non-financial liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
The adoption of the guidance for our financial assets and liabilities did not
have an impact on our consolidated financial position or operating results.
 
 In
December 2007 the FASB issued new accounting guidance which establishes
accounting and reporting standards for the non-controlling interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. This guidance changes the way the consolidated income
statement is presented. It requires consolidated net income to be reported at
amounts that include the amounts attributable to both the parent and the
non-controlling interest. It also requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income
attributable to the parent and to the non-controlling interest. This guidance
establishes disclosure requirements in the consolidated financial statements,
which will enable users to clearly distinguish between the interests of the
parent’s owners and the interests of the non-controlling owners of a subsidiary.
The guidance is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008; earlier adoption is
prohibited. The adoption of this guidance had no impact to the Company’s
consolidated financial position, results of operations, or cash flows.
  F-13
  In
December 2007, the FASB issued new accounting guidance which establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired and the liabilities
assumed, any non-controlling interest in the acquiree and the goodwill acquired.
This guidance also establishes disclosure requirements which will enable users
to evaluate the nature and financial effects of the business combination. This
guidance is effective for business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008. The adoption of this guidance had no impact to the
Company’s consolidated financial position, results of operations, or cash
flows.
 
 In March
2008, the FASB issued new accounting guidance which requires enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This guidance is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008; earlier adoption is encouraged. The adoption of this guidance
had no impact to the Company’s consolidated financial position, results of
operations, or cash flows.
 
 In April
2008, the FASB issued new accounting guidance which amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset. This change is
intended to improve the consistency between the useful life of a recognized
intangible asset and the period of expected cash flows used to measure the fair
value of the asset. The new guidance is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The requirement for determining useful lives must be
applied prospectively to intangible assets acquired after the effective date and
the disclosure requirements must be applied prospectively to all intangible
assets recognized as of, and subsequent to, the effective date. The adoption of
this guidance had no impact on the Company’s consolidated financial position,
results of operations, or cash flows.
  In June
2008, the FASB issued new accounting guidance which requires that all
unvested share-based payment awards that contain nonforfeitable rights to
dividends should be included in the basic Earnings Per Share (EPS)
calculation. The new guidance is effective for financial statements issued
for fiscal years beginning after December 15, 2008. The adoption of this
guidance had no impact on the Company’s consolidated financial position, results
of operations, or cash flows.
  In April
2009, the FASB issued new accounting guidance to be utilized in determining
whether impairments in debt securities are other than temporary, and which
modifies the presentation and disclosures surrounding such instruments. This
guidance is effective for interim periods ending after June 15, 2009, but early
adoption is permitted for interim periods ending after March 15, 2009. The
adoption of this guidance during the second quarter of 2009 had no impact on the
Company’s consolidated financial position, results of operations, or cash
flows.
  In April
2009, the FASB issued new accounting which provides additional guidance in
determining whether the market for a financial asset is not active and a
transaction is not distressed for fair value measurement purposes. The guidance
is effective for interim periods ending after June 15, 2009, but early adoption
is permitted for interim periods ending after March 15, 2009. The adoption of
this guidance during the second quarter of 2009 had no impact on the Company’s
consolidated financial position, results of operations, or cash flows.
  In April
2009, the FASB issued new accounting guidance which requires disclosures about
fair value of financial instruments in interim financial statements as well as
in annual financial statements. This guidance is effective for interim periods
ending after June 15, 2009, but early adoption is permitted for interim periods
ending after March 15, 2009. The adoption of this guidance during the second
quarter of 2009 had no impact on the Company’s consolidated financial position,
results of operations, or cash flows.
  F-14
  In May
2009, the FASB issued new accounting guidance which establishes general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. The guidance will be effective for interim and annual financial
periods ending after June 15, 2009. The Company adopted the guidance during
the three months ended June 30, 2009. The adoption of this guidance had no
impact on the Company’s consolidated financial position, results of operations,
or cash flows.
  In June
2009, the FASB issued new accounting guidance which will require more
information about the transfer of financial assets where companies have
continuing exposure to the risks related to transferred financial assets. This
guidance is effective at the start of a company’s first fiscal year beginning
after November 15, 2009, or January 1, 2010 for companies reporting earnings on
a calendar-year basis.
 
 In June
2009, the FASB issued new accounting guidance which will change how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. Under this
guidance, determining whether a company is required to consolidate an entity
will be based on, among other things, an entity's purpose and design and a
company's ability to direct the activities of the entity that most significantly
impact the entity's economic performance. This guidance is effective at the
start of a company’s first fiscal year beginning after November 15, 2009, or
January 1, 2010 for companies reporting earnings on a calendar-year
basis.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or future
consolidated financial statements.
 
 NOTE
3 - DEPOSITS FOR RAW MATERIALS HELD FOR PRODUCTION
 
 Deposits
for raw materials are held by certain vendors, are not refundable and are made
pursuant to agreements as discussed in Note 2 under Major
Suppliers.
 
 NOTE
4 - PROPERTY AND EQUIPMENT
 
 Property
and equipment at December 31, 2009 and 2008 consisted of the
following:
  2009
                  
                  
                  2008Computer
      equipment
                  
                  $
                  61,997
                  
                  
                  $
                  75,431Furniture
      and fixtures
                  
                  
                  -
                  
                  
                  
                  1,608Production
      equipment
                  
                  
                  291,550
                  
                  
                  
                  339,888353,547
                  
                  
                  
                  416,927Less
      accumulated depreciation and amortization
                  
                  
                  (259,784
                  )
                  
                  
                  (245,205
                  )TOTAL
                  
                  $
                  93,763
                  
                  
                  $
                  171,722
  Depreciation
expense was $56,275 and $81,053 for the years ended December 31, 2009 and
2008, respectively.
 
 NOTE
5 - INTANGIBLE ASSETS
 
 The
Company’s management valued intangible assets acquired in 2006 at
$3,030,000. As of December 31, 2008 these intangible assets were determined
to be fully impaired.  Accordingly, the Company recorded an impairment
charge of $1,450,888 during 2008. This amount represented the entire unamortized
carrying value of the intangible assets.
  F-15
  Amortization
expense was $625,065 (prior to the impairment charge discussed above) for the
year ended December 31, 2008.
 
 NOTE
6 - 8% SENIOR SECURED CONVERTIBLE DEBENTURES
 
 On
February 20, 2009, the Company’s stock was delisted from the NASDAQ National
Market System due to a failure to maintain adequate share pricing. As a result,
the Company defaulted on its 8% Senior Secured Convertible
Debentures.  Such default results in acceleration of the debentures, a
thirty percent (30%) increase in the principal amount of the debentures, and an
increase in the interest rate on the debentures from eight percent (8%) to
eighteen percent (18%). We have accounted for the default in the financial
statements.
 
 In June
2008, the FASB issued new accounting guidance which requires entities to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock by assessing the instrument’s contingent exercise
provisions and settlement provisions. Instruments not indexed to their own stock
fail to meet the scope exception of ASC 815 and should be classified as a
liability and marked-to-market. The statement is effective for fiscal years
beginning after December 15, 2008 and is to be applied to outstanding
instruments upon adoption with the cumulative effect of the change in accounting
principle recognized as an adjustment to the opening balance of retained
earnings. The Company has assessed its outstanding equity-linked financial
instruments and has concluded that, effective January 1, 2009, the
conversion feature of our convertible debentures will need to be recorded as a
derivative liability due to the fact that the conversion price is subject to
adjustment based on subsequent sales of securities. The cumulative effect of the
change in accounting principle on January 1, 2009 includes an increase in
our derivative liability related to the fair value of the conversion feature of
$6,061. Fair value at January 1, 2009 was determined using the Black-Scholes
method based on the following assumptions:  (1) risk free
interest rate of 0.875%; (2) dividend yield of 0%; (3) volatility
factor of the expected market price of our common stock of 101%; and
(4) an expected life of the conversion feature of 2 years. At January
1, 2009 the Company has also recorded an additional discount related to the
debentures of $1,287,781 as a result of the implementation of ASC
815.
 
 As a
result of the default described above, the principal amount of the debentures
was increased by 30%, or $2,642,750. We have recorded a charge to interest
expense related to this increase during the quarter ended March 31,
2009.
 
 Also as a
result of the default, the maturity date of the debentures has been accelerated.
The Company has fully amortized the remaining discount and deferred debt issue
costs during the period ended March 31, 2009. The charge to interest expense for
the amortization of debt discount is $6,671,835 and for amortization of debt
issue costs is $449,052 during the quarter ended March 31, 2009.
 
 At
September 30, 2009 we recalculated the fair value of the conversion feature
subject to derivative accounting and have determined that the fair value at
September 30, 2009 (prior to the debt extinguishment transactions described
below) is $363,477. The fair value of the conversion feature was determined
using the Black-Scholes method based on the following weighted average
assumptions:  (1) risk free interest rate of 1.0%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 121%; and (4) an expected life of the
conversion feature of 1.4 years.
 
 We recorded a charge of $357,416 during
the nine months ended September 30, 2009, related to the change in fair value of
the conversion feature during that period, prior to
restructure.
  F-16
  The
Company is accounting for the warrants, issued in connection with the debentures
as derivative liabilities in accordance with ASC 815. At September 30, 2009, the
warrant liability was valued at $347,010 (prior to the debt extinguishment
transactions described below). The Company recorded a charge of $327,955 during
the nine months ended September 30, 2009 related to the change in fair value of
the warrant liability during that period, prior to restructure. The fair value
of the warrant liability was determined using the Black-Scholes method based on
the following weighted average assumptions:  (1) risk free
interest rate of 1%; (2) dividend yield of 0%; (3) volatility factor
of the expected market price of our common stock of 121%; and (4) an
expected life of the warrants of 3.4 years.
 
 2009
Debenture Transactions
 
 Assignment
of Debenture and Common Stock Warrant agreement
 
 On July
11, 2009, we entered into an Assignment of Debenture and Common Stock Warrant
agreement with EMC Corporation and RSA Security Inc., its wholly owned
subsidiary (collectively “EMC”).  Pursuant to the terms of the
agreement, EMC has agreed to assign and transfer to us approximately $7.1
million of our 8% Senior Secured Convertible Debentures and approximately 1.01
million common stock purchase warrants upon the receipt of certain deliverables
and the certification of the content of such deliverables.  The
aforementioned deliverables are as follows: (i) pay EMC cash in the amount of
$1.00; (ii) return to EMC all intellectual property belonging to EMC that is in
our and SmartDisplayer Technology’s possession; (iii) return to EMC certain
inventory containing EMC-related materials; (iv) grant to EMC certain audit and
confirmation rights as further described in the Agreement; and (v) cancel a
pre-existing Supply Agreement between EMC and us.  Additionally, the
Agreement provides for the mutual release of all claims, whether known or
unknown, between the parties which relate to the securities and the Supply
Agreement. On September 29, 2009 we were notified by EMC Corporation that we had
fulfilled all of our obligations and conditions under the
Assignment.  As a result, approximately $7,600,000 (which includes
interest, penalties and all other costs, expenses and charges associated
therewith) of the Company’s 8% Senior Secured Convertible Debentures along with
1,008,064 common stock purchase warrants were assigned back to the Company and
retired.  Also, the conversion feature subject to derivative
accounting related to these debentures in the amount of approximately $240,000
and the warrant liability related to these warrants of approximately $211,000
have been cancelled. We have made a payment of $60,000 pursuant to the
agreement; have been released from our obligation pursuant to a deposit received
from RSA Security, Inc. in the amount of $142,006; and all parties have been
mutually released from all claims. We have recorded a gain on extinguishment of
debt of approximately $8,115,000 as a result of the above
transactions.
 
 On
September 30, 2009, the Company also entered into a series of transactions with
the holders of the remaining Debentures (“Holders”) and certain creditors as
described below.
 
 Waiver,
Amendment and Exchange Agreement
 
 Pursuant
to the terms of the Waiver, Amendment and Exchange Agreement, the holders agreed
to waive all existing events of default under the Debentures and to waive any
late fees, increased interest and liquidated damages that accrued prior through
September 30, 2009. Such amounts aggregated approximately $1,405,000 at
September 30, 2009.
 
 The Company also agreed to issue to
each of the holders, in exchange for their debentures and warrants, amended and
exchanged original issuance discount debentures (“Amended Debenture”), with a
principal amount equal to each Holder’s current Debenture plus interest through
April 2, 2010 (for an aggregate face amount of $3,975,975) and amended and
exchanged warrants (“Amended Warrant”) in an amount equal to each Holders
current Warrant (for an aggregate of 700,000 warrants).  Each Amended
Debenture (i) bears interest at 8% per year commencing on April 1, 2010, paid
quarterly, commencing July 1, 2010, in cash or, subject to certain conditions,
registered shares of our common stock; (ii) has a maturity of January 8, 2011,
(iii) is convertible at the holders’ option into shares of our common stock at
either $1.00 per share (for $686,502 of Debentures) or $0.25 per share (for
$3,289,473 of Debentures), (iv) is secured by all of our and our subsidiaries’
assets, including inventory, receivables, unencumbered equipment and
intellectual property, and (v) has a forced conversion feature which allows us
to force the conversion of the Amended Debenture if our common stock trades
above $1.00 for 10 consecutive trading days.  Such a forced conversion
may be limited by contractual restrictions on the amount of our common stock
which the holder may own and certain other conditions.  Each Amended
Warrant has a term of 5 years from the initial issuance date which is January 8,
2008 and an exercise price of $0.25 per share. The original issue discount of
$144,649 will be amortized over the period October 1, 2009 to April 2,
2010.
  F-17
  Both the
conversion price of the $3,289,473 Amended Debentures initially convertible at
$0.25 per share and the exercise price of 580,000 of the Amended Warrants are
subject to “full-ratchet” price protection in the event of stock issuances below
their respective conversion or exercise prices, except for specified exempted
issuances including grants of stock options and stock issuances to officers,
directors, employees and consultants.  For the Debentures and Warrants
for which price protection have been removed, the related conversion liability
of $21,324 and related warrant liability of $23,358 at September 30, 2009 have
been reclassified to additional paid-in capital.
 
 During
the fourth quarter of 2009, certain debenture holders converted an aggregate of
$86,416 of debentures into 345,664 shares of common stock. We recorded a credit
of $21,893 related to the change in fair value of the conversion feature of the
converted debentures through the dates of conversion. At the dates of
conversion, we extinguished a conversion feature liability in the amount of
$75,410. Since the conversion feature was accounted for as a liability, we have
recorded a gain upon conversion of debt in the amount of $32,900.
 
 At
December 31, 2009 we recalculated the fair value of the re-priced conversion
feature of the remaining Amended Debentures with price protection subject to
derivative accounting and have determined that the fair value at December 31,
2009 is $1,558,072. The fair value of the conversion feature was determined
using the Black-Scholes method based on the following
assumptions: (1) risk free interest rate of 0.335%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 161%; and (4) an expected life of the
conversion feature of 1 year. We recorded a charge of $1,553,339 during
2009 related to the change in fair value of the conversion feature of the
repriced debentures.
 
 At
December 31, 2009, we recalculated the fair value of the re-priced warrant
liability for the warrants with price protection and have determined that the
fair value at December 31, 2009 is $70,533. The fair value of the warrant
liability was determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 0.335%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 161%; and (4) an expected life of the
warrants of 1 year. We recorded a credit of $42,365 at December 31, 2009
related to the change in fair value of the re-priced warrant
liability.
 
 We have
recorded a gain on extinguishment of debt of approximately $1,438,000 as a
result of the above transactions.
 
 Debt
Settlement
 
 In
addition to the exchange of the Debentures and Warrants, we also settled certain
outstanding obligations owed to creditors of the Company in an aggregate amount
of $672,243 in exchange for Amended Debentures in the amount of $699,354 and
Amended Warrants to purchase 135,533 shares of common stock. The Debentures are
convertible at the holders’ option into shares of our common stock at either
$1.00 per share (for $652,539 of Debentures) or $0.25 per share (for $46,815 of
Debentures).  The original issue discount of $27,111 will be amortized
over the period October 1, 2009 to April 2, 2010.
 
 Both the
conversion price of the $46,815 Amended Debentures initially convertible at
$0.25 per share and the exercise price of 9,073 of the Amended Warrants are
subject to “full-ratchet” price protection in the event of stock issuances below
their respective conversion or exercise prices, except for specified exempted
issuances including grants of stock options and stock issuances to officers,
directors, employees and consultants.
  F-18
  At
September 30, 2009 we calculated the fair value of the conversion feature of the
Amended Debentures with price protection subject to derivative accounting and
have determined that the fair value at September 30, 2009 is $52,713. The fair
value of the conversion feature was determined using the Black-Scholes method
based on the following assumptions:  (1) risk free interest rate
of 1.0%; (2) dividend yield of 0%; (3) volatility factor of the
expected market price of our common stock of 121%; and (4) an expected
life of the conversion feature of 1.25 years. We recorded a discount of
$52,713 at September 30, 2009 related to the fair value of the conversion
feature of the debentures, of which $10,267 has been immediately charged to
expense. The remaining discount of $42,446 will be amortized to the date of
maturity, January 8, 2011.
 
 At December 31, 2009 we calculated the
fair value of the conversion feature of the Amended Debentures with price
protection subject to derivative accounting and have determined that the fair
value at December 31, 2009 is $22,772. The fair value of the conversion feature
was determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 0.335%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 161%; and (4) an expected life of the
conversion feature of 1 year. We recorded a credit of $29,941 at December
31, 2009 related to the change in fair value of the conversion
feature.
 
 At
September 30, 2009, we calculated the fair value of the warrant liability for
the warrants with price protection and have determined that the fair value at
September 30, 2009 is $2,554. The fair value of the warrant liability was
determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 1%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 121%; and (4) an expected life of the
warrants of 1.25 years. We recorded a discount of $2,554 at September 30,
2009 related to the fair value of the warrant liability. The discount will be
amortized to the date of maturity, January 8, 2011.
 
 At
December 31, 2009, we calculated the fair value of the warrant liability for the
warrants with price protection and have determined that the fair value at
December 31, 2009 is $1,103. The fair value of the warrant liability was
determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 0.335%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 161%; and (4) an expected life of the
warrants of 1 year. We recorded a credit of $1,451 at December 31, 2009
related to the change in fair value of the warrant liability.
 
 At
September 30, 2009, we calculated the relative fair value of the warrants
without price protection and have determined that the relative fair value at
September 30, 2009 is $33,756. The relative fair value of the warrants was
determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 1%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 121%; and (4) an expected life of the
warrants of 1.25 years. We recorded a discount of $33,756 at September 30,
2009 related to the relative fair value of the warrants. The discount will be
amortized to the date of maturity, January 8, 2011.
 
 Debenture
& Warrant Purchase Agreement
 
 Pursuant
to the terms of a Debenture and Warrant Purchase Agreement, the Company issued
an additional $1,173,416 face value of its Amended Debentures (convertible into
4,693,664 common shares) and 2,254,642 Amended Warrants.  We received
cash proceeds of $1,127,321. The Amended Debentures and Warrants issued to these
investors have a conversion price and exercise price of $0.25 and $0.25,
respectively. Both the conversion price of the Amended Debentures and the
exercise price of the Amended Warrants are subject to “full-ratchet” price
protection in the event of stock issuances below their respective conversion or
exercise prices, except for specified exempted issuances including grants of
stock options and stock issuances to officers, directors, employees and
consultants. The original issue discount of $46,095 will be amortized over the
period October 1, 2009 to April 2, 2010.
  F-19
  At
September 30, 2009 we calculated the fair value of the conversion feature of the
Amended Debentures subject to derivative accounting and have determined that the
fair value at September 30, 2009 is $1,321,251. The fair value of the conversion
feature was determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 1.0%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 121%; and (4) an expected life of the
conversion feature of 1.25 years. We recorded a discount of $1,321,251 at
September 30, 2009 related to the fair value of the conversion feature of the
debentures, of which $828,604 has been immediately charged to expense. The
remaining discount of $492,647 will be amortized to the date of maturity,
January 8, 2011.
 
 At
December 31, 2009 we calculated the fair value of the conversion feature of the
Amended Debentures subject to derivative accounting and have determined that the
fair value at December 31, 2009 is $570,788. The fair value of the conversion
feature was determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 0.335%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 161%; and (4) an expected life of the
conversion feature of 1 year. We recorded a credit of $750,463 at December
31, 2009 related to the change in fair value of the conversion feature.
 
 At
September 30, 2009, we calculated the fair value of the warrant liability for
the warrants with price protection and have determined that the fair value at
September 30, 2009 is $634,674. The fair value of the warrant liability was
determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 1%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 121%; and (4) an expected life of the
warrants of 1.25 years. We recorded a discount of $634,674 at September 30,
2009 related to the fair value of the warrant liability. The discount will be
amortized to the date of maturity, January 8, 2011.
 
 At
December 31, 2009, we calculated the fair value of the warrant liability for the
warrants with price protection and have determined that the fair value at
December 31, 2009 is $274,184. The fair value of the warrant liability was
determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 0.335%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 161%; and (4) an expected life of the
warrants of 1 year. We recorded a credit of $360,491 at December 31, 2009
related to the change in fair value of the warrant liability.
 
 Repriced
Consultant Warrants
 
 In
connection with the above transactions we have replaced 410,000 consultant
warrants granted and fully vested in 2008 with Amended Warrants. At December 31,
2009, we calculated the fair value of the warrant liability for these warrants
with price protection and have determined that the fair value at December 31,
2009 is $63,156. The fair value of the warrant liability was determined using
the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 1.0%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 162%; and (4) an expected life of the
warrants of 1.75 years. We recorded a charge of $63,156 at December 31,
2009 related to the change in fair value of the warrant liability.
 
 2008
Debenture Transactions
 
 On
January 8, 2008, we entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with 13 institutional and accredited investors (the
“Purchasers”). Pursuant to the terms of the Purchase Agreement, the Purchasers
purchased $3.5 million of our 8% Senior Secured Convertible Debentures
(“Debenture”). The Debenture: (i) bears interest at 8% per year, paid
quarterly in cash or registered common stock, at the Company’s discretion;
(ii) has a maturity of January 8, 2011, (iii) is convertible at
the holder’s option into shares of common stock at $2.50 per share, (iv) is
secured by all of the Company’s and its subsidiary’s assets including inventory,
receivables, unencumbered equipment and intellectual property under the terms of
a Security Agreement, and (v) has a forced conversion feature which allows
the Company to force the conversion of the Debenture if the Company’s common
stock trades above $5.00 for 20 consecutive trading days and certain other
conditions are met. The Company also issued to the Purchasers five-year common
stock purchase warrants to purchase 700,000 shares of common stock at an
exercise price of $2.75 per share (the “Warrants”). The Company used the net
proceeds of the financing for working capital requirements and to pay down
certain obligations. The Debenture also contains customary events of default
provisions. As part of the transaction, the Company agreed to: (i) cut its
monthly burn rate to $600,000 (ii) be compliant with NASDAQ listing
requirements; and (iii) obtain shareholder approval prior to effectuating a
reverse stock split.
  F-20
  Both the
conversion price under the Debenture and the exercise price of the Warrants are
subject to “full-ratchet” price protection in the event of stock issuances below
their respective conversion or exercise prices and have been reset to $2.48 and
$2.728 respectively as a result of the April financing discussed below. The
“full-ratchet” price protection does not apply to issuances of stock options and
stock issuances to officers, directors, employees and consultants. Both the
conversion price of the Debenture and the Warrant strike price were reset
following the April 15, 2008 financing described below.
 
 Upon
review of ASC 815-40-05 the Company concluded that all applicable requirements
for equity treatment on the conversion feature were met. The intrinsic value of
the conversion feature amounting to $1,534,460 was calculated in accordance with
ASC 470-20-30 and recorded as additional paid-in capital and a corresponding
reduction of the carrying value of the Debenture.
 
 The
Company is accounting for the Warrants, issued in connection with the Debenture,
as derivative liabilities in accordance with ASC 815 – Derivative and Hedging,
and ASC 815-40-05. The warrant liability was valued at $1,464,459 at warrant
issuance date. In accordance with ASC 815-40-05, the value of Warrants has been
recorded as liability subject to marked-to-market revaluation at each period
end. At December 31, 2008, the warrant liability was valued at $7,150. The
Company recorded a gain on the change in fair value of warrant liability of
$1,457,309. The Company uses the Black Scholes model to value the liability. The
assumptions used at January 8, 2008 and December 31, 2008 included expected
volatility of 118% and 88%, a risk free interest rate of 3.16% and 2.98% and
expected life of 5 and 4.3 years, respectively.
 
 The
discount attributable to the issuance date intrinsic value of the conversion
feature and fair value of Warrants totaling $2,998,918 is being amortized using
the effective interest method over the term of the Debenture. During the year
ended December 31, 2008, $444,458 of this discount was amortized to interest
expense.
 
 In
connection with this Debenture, the Company incurred financing cost of $290,000.
This financing cost was capitalized and amortized over the life of the Debenture
using the effective interest method. During the year ended December 31, 2008,
$42,980 of the capitalized financing cost was amortized to interest
expense.
 
 As part
of the transaction, the Company granted the investors registration rights with
regard to: (i) the common shares issuable upon conversion of the
Debentures; (ii) the common shares underlying the Warrants; and
(iii) the common shares issuable as interest payments pursuant to the
Debentures. Pursuant to the registration rights agreement, the Company was
required to use its best efforts to file a registration statement by
June 7, 2008 and have it be declared effective by August 7, 2008. The
registration statement covering the registrable shares was timely filed and
declared effective on July 3, 2008. The Company has a continuing obligation
to use its best efforts to maintain the registration statement effective until
such time as all the registrable securities are eligible for resale without
volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144.
  F-21
  On
April 15, 2008, the Company entered into a Securities Purchase Agreement
with EMC Corporation (“EMC”). Pursuant to the terms of the agreement, EMC
purchased $5 million of the Company’s 8% Senior Secured Convertible Debenture
(“Debenture”). The Debenture: (i) bears interest at 8% per year, paid
quarterly in cash or, subject to certain conditions, registered shares of the
Company’s common stock; (ii) has a maturity of April 15, 2011,
(iii) is convertible at EMC’s option into shares of the Company’s common
stock at $2.48 per share, (iv) is secured by all of the Company’s assets,
including inventory, receivables, unencumbered equipment and intellectual
property, and (v) has a forced conversion feature which allows the Company
to force the conversion of the Debenture if the Company’s common stock trades
above $5.00 for 20 consecutive trading days. Such a forced conversion may be
limited by contractual restrictions on the amount of the Company’s common stock
which EMC may own and certain other conditions. The Company also agreed to issue
EMC five-year Common Stock Purchase Warrants to purchase 1,008,064 shares of the
Company’s common stock at an exercise price of $2.728 per share. The Company is
using the net proceeds of the financing for working capital requirements and to
pay down certain obligations. The Debenture also contains customary events of
default provisions. As part of the transaction, the Company agreed to:
(i) maintain monthly burn rate at $600,000 or below, (ii) be compliant
with NASDAQ listing requirements; and (iii) obtain shareholder approval
prior to effectuating a reverse stock split and for the issuance of additional
shares of the Company’s common stock. Both the conversion price of the Debenture
and the exercise price of the Warrants are subject to “full-ratchet” price
protection in the event of stock issuances below their respective conversion or
exercise prices, except for specified exempted issuances including grants of
stock options and stock issuances to officers, directors, employees and
consultants. The Company agreed to grant registration rights to EMC, by filing a
registration statement covering the shares of common stock issuable upon the
conversion of the Senior Secured Convertible Debenture, exercise of the Common
Stock Purchase Warrant, and issuable by the Company as interest payments by
June 7, 2008, and to obtain effectiveness of that registration statement by
August 7, 2008. The Company’s officers, directors, and 10% shareholders
also executed agreements prohibiting the sales of the Company’s common stock by
them until October 31, 2008. In connection with the transaction, the
Company also secured voting agreements from its officers, directors and 10%
shareholders approving the transaction in the event that the Company is required
to seek such approval pursuant to the rules of the NASDAQ.
  Both the
conversion price under the Debenture and the exercise price under the Warrants
are subject to “full-ratchet” price protection in the event of stock issuances
below their respective conversion or exercise prices, except for specified
exempted issuances including grants of stock options and stock issuances to
officers, directors, employees and consultants.
 
 Upon
review of ASC 815-40-05, “Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock”, paragraphs
12-32, the Company concluded that all applicable requirements for equity
treatment on the conversion feature were met. The intrinsic value of the
conversion feature amounting to $1,703,494 was calculated in accordance with ASC
470-20-3 and recorded as additional paid-in capital and a corresponding
reduction of the carrying value of the Debenture.
 
 The
Company is accounting for the Warrants issued in connection with the Debenture,
as derivative liabilities in accordance with ASC 815 – Derivative and Hedging
and ASC 815-40-05. The warrant liability was valued at $1,622,848 at warrant
issuance date. In accordance with ASC 815-40-05, the value of Warrants has been
recorded as liability subject to marked-to-market revaluation at each period
end. At December 31, 2008, the warrant liability was valued at $11,905. The
Company recorded a gain on the change in fair value of warrant liability of
$1,610,943. The Company uses the Black-Scholes model to value the liability. The
assumptions used at April 15, 2008 and December 31, 2008 included expected
volatility of 80% and 88%, a risk free interest rate of 2.68% and 2.98% and
expected life of 5 and 4.5 years, respectively.
 
 The
discount attributable to the issuance date intrinsic value of the conversion
feature and fair value of Warrants totaling $3,326,342 is being amortized using
the effective interest method over the term of the Debenture. During the year
ended December 31, 2008, $496,748 of this discount was amortized to interest
expense.
 
 In
connection with this Debenture, the Company incurred financing cost of $237,500.
This financing cost was capitalized and amortized over the life of the Debenture
using the effective interest method. During the year ended December 31,
2008, $35,468 of the capitalized financing cost was amortized to interest
expense.
  F-22
  As part
of the transaction, the Company granted the investors registration rights with
regard to: (i) the common shares issuable upon conversion of the
Debentures; (ii) the common shares underlying the Warrants; and
(iii) the common shares issuable as interest payments pursuant to the
Debentures. Pursuant to the registration rights agreement, the Company was
required to use its best efforts to file a registration statement by
June 7, 2008 and have it be declared effective by August 7, 2008. The
registration statement covering the registrable shares was timely filed and
declared effective on July 3, 2008. The Company has a continuing obligation
to use its best efforts to maintain the registration statement effective until
such time as all the registrable securities are eligible for resale without
volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144.
 
 In
September 2008, the Company reached agreements with holders of debentures
totaling $6,950,000 such that in lieu of cash, the holders received their
interest payments due October 1, 2008 and January 1, 2009 in the form of an
increase in the principal amount of the debentures. Included in the increase to
the principal amount was a deferral fee equal to ten percent (10%) of the
deferred interest. The total increases to the principal balance during 2008
amounted to $309,165.
 
 NOTE
7 – NOTE PAYABLE
 
 On
September 9, 2009 we executed a promissory note in the amount of $100,000.
  The full amount of principal and accrued but unpaid interest under this
note is due on the earlier of: (i) October 31, 2009; or (ii) the date on which
we complete the restructuring of our 8% Senior Secured Convertible Debentures
described above. We repaid $50,000 on September 30, 2009 and $50,000 on October
1, 2009. As a result of these repayments, no interest was payable on the
note.
 
 The
holder of the note also received a warrant to purchase 40,000 shares of our
common stock at an exercise price of $2.50 per share. The warrant has a term of
5 years. The warrant is subject to “full-ratchet” price protection in the event
of stock issuances below its exercise price, except for specified exempted
issuances including grants of stock options and stock issuances to officers,
directors, employees and consultants. At September 9, 2009, we calculated the
fair value of the warrant liability for the warrant and have determined that the
fair value at September 9, 2009 is $2,294. The fair value of the warrant
liability was determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 1%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 121%; and (4) an expected life of the
warrant of 2 years. We recorded a discount of $2,294 at September 9, 2009
related to the fair value of the warrant liability and this discount has been
fully expensed at September 30, 2009.
 
 As a
result of the restructuring of our 8% Senior Secured Convertible Debentures
described above, the warrant was increased to 400,000 shares and the exercise
price was reduced to $0.25 per share. At December 31, 2009, we recalculated the
fair value of the re-priced warrant liability and have determined that the fair
value at December 31, 2009 is $61,616. The fair value of the warrant liability
was determined using the Black-Scholes method based on the following
assumptions:  (1) risk free interest rate of 1%;
(2) dividend yield of 0%; (3) volatility factor of the expected market
price of our common stock of 162%; and (4) an expected life of the
warrants of 1.75 years. We recorded a charge of $59,322 during 2009 related
to the change in fair value of the re-priced warrant liability.
  F-23
  NOTE
8 - STOCKHOLDER’S EQUITY
 
 PREFERRED
STOCK
 
 The
Company has 5,000,000 authorized shares of $0.001 par value preferred stock. The
preferred stock may be issued in series, from time to time, with such
designations, rights, preferences, and limitations as the Board of Directors may
determine by resolution.
 
 COMMON
STOCK
 
 The
Company has 75,000,000 authorized shares of $0.001 par value common
stock.
  During
the fourth quarter of 2009 the Company issued 345,664 shares of common stock
upon conversion debentures in the amount of $86,416.
 
 During
2008 the Company issued 50,000 shares of common stock upon the exercise of
50,000 stock options and received cash proceeds of $50,000.
 
 During
2008 the Company issued 12,140 shares of common stock upon the cashless exercise
of warrants.
 
 NOTE
9- STOCK OPTIONS AND WARRANTS
 
 STOCK
OPTIONS
 
 2004
STOCK INCENTIVE PLAN
 
 The
Company’s Board of Directors and stockholders approved the 2004 Stock Incentive
Plan in August 2004. The 2004 Stock Incentive Plan provides for the grant
of incentive stock options to the Company’s employees, and for the grant of
non-statutory stock options, restricted stock, stock appreciation rights and
performance shares to the Company’s employees, directors and
consultants.
 
 The
Company reserved a total of 2,351,000 shares of its common stock for issuance
pursuant to the 2004 Stock Incentive Plan. The board of directors, or a
committee of the board, administers the 2004 Stock Incentive Plan. Stock options
are generally granted with terms of up to ten years and vest over a period of
five years under the 2004 Stock Incentive Plan. The administrator determines the
exercise price of options granted under the 2004 Stock Incentive Plan, but the
exercise price must not be less than 85% of the fair market value of the
Company’s common stock on the date of grant. In the event the participant owns
10% or more of the voting power of all classes of the Company’s stock, the
exercise price must not be less than 110% of the fair market value per share of
the Company’s common stock on the date of grant. With respect to all incentive
stock options, the exercise price must at least be equal to the fair market
value of the Company’s common stock on the date of grant. The term of an
incentive stock option may not exceed 10 years, except that with respect to any
participant who owns 10% of the voting power of all classes of the Company’s
outstanding stock or the outstanding stock of any parent or subsidiary of the
Company, the term must not exceed five years and the exercise price must equal
at least 110% of the fair market value on the grant date. The administrator
determines the term of all other options; however, no option will have a term in
excess of 10 years from the date of grant.
 
 2009
                  
                  
                  2008WEIGHTED
                    AVERAGE
                    EXERCISE PRICE
                  
                  
                  
                  
                  
                  WEIGHTED
                    AVERAGE
                    EXERCISE PRICEOutstanding
      at beginning of period
                  
                  
                  1,544,758
                  
                  
                  $
                  1.63
                  
                  
                  
                  2,184,498
                  
                  
                  $
                  1.97Options
      granted
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Options
      forfeited
                  
                  
                  (190,258
                  )
                  
                  $
                  1.73
                  
                  
                  
                  (589,740
                  )
                  
                  $
                  2.95Options
      expired
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Options
      exercised
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  (50,000
                  )
                  
                  $
                  1.00Outstanding
      at end of period
                  
                  
                  1,354,500
                  
                  
                  $
                  1.62
                  
                  
                  
                  1,544,758
                  
                  
                  $
                  1.63Exercisable
      at end of period
                  
                  
                  1,321,166
                  
                  
                  $
                  1.59
                  
                  
                  
                  1,451,425
                  
                  
                  $
                  1.52
  F-24
  No
options were granted under the 2004 Stock Incentive Plan during the years ended
December 31, 2009 or 2008.
 
 The
weighted average remaining contractual lives of the options outstanding and
options exercisable were as follows:
 
 Options
                    outstanding
                  
                  Options
                    exercisableDecember 31,
      2009
                  
                  3.71 years
                  
                  3.67 yearsDecember 31,
      2008
                  
                  6.26 years
                  
                  6.01 years
 
 2007
EQUITY INCENTIVE PLAN
 
 The
Company’s Board of Directors approved the 2007 Equity Incentive Plan in
September 2007 and stockholders approved the 2007 Equity Incentive Plan in
December 2007. The 2007 Equity Incentive Plan provides for the grant of
incentive stock options to the Company’s employees, and for the grant of
non-statutory stock options, restricted stock, stock appreciation rights,
performance units and performance shares to the Company’s employees, directors
and consultants.
 
 The
Company reserved a total of 4,000,000 shares of its common stock for issuance
pursuant to the 2007 Equity Incentive Plan. A committee of the board of
directors administers the 2007 Equity Incentive Plan. Stock options are
generally granted with terms of up to ten years and vest over a period of five
years under the 2007 Equity Incentive Plan. The administrator determines the
exercise price of options granted under the 2007 Equity Incentive Plan, but the
exercise price must not be less than 85% of the fair market value of the
Company’s common stock on the date of grant. In the event the participant owns
10% or more of the voting power of all classes of the Company’s stock, the
exercise price must not be less than 110% of the fair market value per share of
the Company’s common stock on the date of grant. With respect to all incentive
stock options, the exercise price must at least be equal to the fair market
value of the Company’s common stock on the date of grant. The term of an
incentive stock option may not exceed 10 years, except that with respect to any
participant who owns 10% of the voting power of all classes of the Company’s
outstanding stock or the outstanding stock of any parent or subsidiary of the
Company, the term must not exceed five years and the exercise price must equal
at least 110% of the fair market value on the grant date. The administrator
determines the term of all other options; however, no option will have a term in
excess of 10 years from the date of grant. Awards in excess of the 4,000,000
shares reserved under the 2007 Plan will be considered made from the 2010 Equity
Compensation Plan, described in Note 12, upon formal board approval of the 2010
Plan.
 
 Without
further stockholder approval, the 2007 Equity Incentive Plan may not issue
incentive stock options after September 2017.
  F-25
  A summary
of stock option activity and weighted average exercise prices for the years
ended December 31, 2009 and 2008 is as follows:
 
 2009
                  
                  
                  2008WEIGHTED
                    AVERAGE
                    EXERCISE
                    PRICE
                  
                  
                  
                  
                  
                  WEIGHTED
                    AVERAGE
                    EXERCISE
                    PRICEOutstanding
      at beginning of period
                  
                  
                  2,433,177
                  
                  
                  $
                  0.80
                  
                  
                  
                  68,511
                  
                  
                  $
                  2.76Options
      granted
                  
                  
                  2,872,000
                  
                  
                  
                  0.20
                  
                  
                  
                  3,414,666
                  
                  
                  
                  1.20Options
      forfeited
                  
                  
                  (600,000
                  )
                  
                  
                  1.55
                  
                  
                  
                  (1,050,000
                  )
                  
                  
                  2.25Options
      expired
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Options
      exercised
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at end of period
                  
                  
                  4,705,177
                  
                  
                  $
                  0.33
                  
                  
                  
                  2,433,177
                  
                  
                  $
                  0.80Exercisable
      at end of period
                  
                  
                  1,252,402
                  
                  
                  $
                  0.43
                  
                  
                  
                  364,719
                  
                  
                  
                  1.77
  The
weighted average remaining contractual lives of the options outstanding and
options exercisable, which had exercise prices ranging from $0.06 to $2.76, were
as follows:
 
 Options
                    outstanding
                  
                  Options
                    exercisableDecember 31,
      2009
                  
                  7.75 years
                  
                  8.57 yearsDecember 31,
      2008
                  
                  9.54 years
                  
                  9.24 years
  In April
2009 the Company’s board of directors approved stock option awards to two
employees aggregating 150,000 shares of common stock, 100,000 options with an
exercise price of $0.072 per share and vest over one year and 50,000 options
with an exercise price of $0.062 per share and vest over three years. Both
options expire after five years.
 
 In July
2009 the Company’s board of directors approved stock option awards to its
directors aggregating 825,000 shares of common stock with an exercise price of
$0.18 per share. These options vest over one year. All options expire after ten
years. The options had an aggregate grant date fair value of
$55,146.
 
 In July
2009 the Company’s board of directors approved stock option awards to employees
aggregating 927,000 shares of common stock with an exercise price of $0.18 per
share. These options vest one third on the one year anniversary of the grant and
the remaining two thirds vest quarterly over the following two years. Of these
options, 525,000 expire after ten years and 382,000 expire after five
years. The options had an aggregate grant date fair value of
$95,040.
  F-26
  In July
2009 the Company’s board of directors approved stock option awards to
consultants aggregating 170,000 shares of common stock with an exercise price of
$0.18 per share. These options vest one third on the one year anniversary of the
grant and the remaining two thirds vest quarterly over the following two years.
All options expire after five years. The options will be valued as they vest,
with estimated compensation cost recorded between vesting periods.
 
 During
the fourth quarter of 2009 the Company’s board of directors approved a stock
option award to a director aggregating 100,000 shares of common stock with an
exercise price of $0.35 per share. These options vest over one year. All options
expire after ten years. The options had an aggregate grant date fair value of
$16,661.
 
 During
the fourth quarter of 2009 the Company’s board of directors approved stock
option awards to employees aggregating 395,000 shares of common stock with
exercise prices of $0.18 - $0.35 per share. These options vest one third on the
one year anniversary of the grant and the remaining two thirds vest quarterly
over the following two years. The options expire after five years. The
options had an aggregate grant date fair value of $71,987.
 
 During
the fourth quarter of 2009 the Company’s board of directors approved stock
option awards to consultants aggregating 305,000 shares of common stock with
exercise prices of $0.18 - $0.35 per share. These options vest one third on the
one year anniversary of the grant and the remaining two thirds vest quarterly
over the following two years. All options expire after five years. The options
will be valued as they vest, with estimated compensation cost recorded between
vesting periods.
 
 The
Company recorded $14,597 and $689,030 of compensation expense for consultant
stock options during the years December 31, 2009 and 2008, respectively, which
is included in the administrative expense category.
 
 The
Company recorded $541,114 and $947,597 of compensation expense for employee
stock options during the years ending December 31, 2009 and 2008,
respectively, which is included in the administrative expense category. At
December 31, 2009 and 2008, there was a total of $644,429 and $1,520,380,
respectively, of unrecognized compensation costs related to the non-vested
share-based employee compensation arrangements under the 2004 and 2007 Plans.
The cost is expected to be recognized as follows: 2010, $337,973; 2011,
$156,584; 2012, $121,923; and 2012, $27,949. The weighted average grant date
fair value per share for options granted in 2009 and 2008 was $0.11 and $1.09,
respectively.  The intrinsic value of total outstanding options and
total exercisable options were $284,080 and $107,200, respectively, as of
December 31, 2009.
 
 The Black
Scholes assumptions used are listed below:
 2009
                    
                    2008Risk
      free interest rate
                    
                    0.335
      % - 1.00 %
                    
                    1.35
      % - 3.73 %Dividends
                    
                    -
                    
                    -Volatility
      factor
                    
                    113
      % - 162%
                    
                    102
      %Expected
      life
                    
                    0.625
      – 1.75 years
                    
                    10
      yearsAnnual
      forfeiture rate
                    
                    -
                    
                    10
      %
  F-27
  STOCK
WARRANTS
 
 The
following summarizes the warrant transactions:
 Warrants
                      Outstanding
                    
                    
                    Weighted-Average
                      Exercise PriceOutstanding,
      December 31, 2007
                    
                    
                    4,614,598
                    
                    
                    $
                    1.43Granted
                    
                    
                    2,118,064
                    
                    
                    $
                    2.68Expired
                    
                    
                    (12,860
                    )
                    
                    $
                    1.25Exercised
                    
                    
                    (12,140
                    )
                    
                    $
                    1.25Outstanding,
      December 31, 2008
                    
                    
                    6,707,662
                    
                    
                    $
                    1.83Granted
                    
                    
                    3,900,175
                    
                    
                    $
                    0.25Expired/Cancelled
                    
                    
                    (2,268,064
                    )
                    
                    $
                    2.72Exercised
                    
                    
                    -
                    
                    
                    $
                    -Outstanding,
      December 31, 2009
                    
                    
                    8,339,773
                    
                    
                    $
                    0.84Exercisable,
      December 31, 2009
                    
                    
                    8,339,773
                    
                    
                    $
                    0.84
  The
weighted-average remaining contractual life of the 8,339,773 warrants
outstanding as of December 31, 2009 is 1.92 years.
 
 During
2009, the Company repriced 700,000 of the warrants issued in 2008 in connection
with its 8% Senior Secured Debentures (see Note 6).
 
 During
2009, the Company repriced the 410,000 warrants issued in 2008 as payment for
services (see Note 6).
 
 During
2009, the Company cancelled 1,008,064 warrants issued in 2008 in connection with
its 8% Senior Secured Debentures (see Note 6).
 
 During
2009, the Company issued 2,390,175 warrants in connection with its 2009
debentures and debt settlement (see Note 6).
 
 During
2009, the Company issued 400,000 warrants in connection with a note payable (see
Note 7).
 
 During
2008, the Company issued 1,708,064 warrants in connection with its 8% Senior
Secured Debentures (see Note 6).
 
 Additionally,
during 2008, the Company issued 410,000 warrants in payment for services. In
accordance with EITF No. 96-18 “Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services,” and EITF No. 00-18, “Accounting Recognition for Certain
Transactions involving Equity Instruments Granted to Other Than Employees,” the
compensation cost associated with these warrants of $413,350 was recognized
during 2008.
 
 NOTE
10 - PROVISION FOR INCOME TAXES
 
 Income
taxes are accounted for using an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the financial statement and the
tax bases of assets and liabilities at the applicable tax rates. A valuation
allowance is provided when it is more likely than not that some portion or all
of the deferred tax assets will not be realized.
  F-28
  Reconciliations
between the statutory federal income tax rate and the Company’s effective income
tax rate were as follows:
  2009
                  
                  
                  2008Federal
      income tax at statutory rates
                  
                  
                  34
                  %
                  
                  
                  34
                  %Nontaxable
      items
                  
                  
                  -53
                  %
                  
                  
                  -
                  %Change
      in fair value of warrants
                  
                  
                  -
                  %
                  
                  
                  12
                  %Section
      382 limitation
                  
                  
                  -
                  %
                  
                  
                  (12
                  )%Return
      to provision
                  
                  
                  -
                  %
                  
                  
                  (2
                  )%Current
      year tax credit
                  
                  
                  -
                  %
                  
                  
                  2
                  %State
      income taxes, net of federal benefit
                  
                  
                  -7
                  %
                  
                  
                  7
                  %Change
      in valuation allowance
                  
                  
                  26
                  %
                  
                  
                  (37
                  )
      %Other
                  
                  
                  -
                  %
                  
                  
                  (4
                  )%Effective
      income tax rate
                  
                  
                  0
                  %
                  
                  
                  0
                  %
 
 Deferred
tax assets and liabilities are measured based on the difference between the
financial statement and tax bases of assets and liabilities at the applicable
tax rates. The significant components of the Company’s net deferred tax assets
and (liabilities) consisted of the following:
  2009
                    
                    
                    2008Benefits
      from NOL carryforwards
                    
                    $
                    8,419,000
                    
                    
                    $
                    10,103,826Tax
      credit carryforward
                    
                    
                    268,000
                    
                    
                    
                    268,133Differences
      in financial statement and tax accounting for:Stock
      compensation
                    
                    
                    1,661,000
                    
                    
                    
                    1,471,870Accruals
                    
                    
                    -
                    
                    
                    
                    168,201Inventory
                    
                    
                    -
                    
                    
                    
                    49,291Deferred
      revenue
                    
                    
                    -
                    
                    
                    
                    501,210Beneficial
      conversion feature
                    
                    
                    -
                    
                    
                    
                    (1,180,481Depreciation
      and amortization
                    
                    
                    -
                    
                    
                    
                    1,564,649State
      income tax
                    
                    
                    (557,000
                    )
                    
                    
                    (909,192
                    )Other
                    
                    
                    -
                    
                    
                    
                    -Total
      Deferred tax assets (gross)
                    
                    
                    9,791,000
                    
                    
                    
                    12,037,507Less
      Valuation allowance
                    
                    
                    (9,791,000
                    )
                    
                    
                    (12,037,507
                    )Total
      Deferred Tax assets, net
                    
                    $
                    -
                    
                    
                    $
                    -
 
 A
valuation allowance has been established due to the uncertainty of realizing
certain net operating loss (“NOL”) carryforwards and the other deferred tax
assets. The Company had net operating loss (“NOL”) carryforwards at
December 31, 2009 and 2008 of approximately $20.6 million and $23.8
million, respectively, for federal income tax purposes and an aggregate of $19.5
million and $22.7 million, respectively, for state income tax purposes. The
Company also has Federal research tax credit carryforwards of $130,680 for the
years ended December 31, 2009 and 2008 and State research tax credit
carryforwards of $137,453 for the years ended December 31, 2009 and 2008,
respectively. The Company’s Federal and State NOL carryforwards will be
available to offset taxes through December 31, 2029.
  F-29
  For the
years ended December 31, 2009 and 2008, the cumulative unrecognized tax
benefit was $114,915 which was netted against deferred tax assets with a
full valuation allowance, and if recognized there will be no effect on the
Company’s effective tax rate. Following is a reconciliation of the beginning to
ending cumulative unrecognized tax benefits.
  December 31,2009
                  
                  
                  2008Beginning
      unrecognized tax benefits
                  
                  $
                  114,915
                  
                  
                  $
                  -Increase
      for tax positions in prior years
                  
                  
                  -
                  
                  
                  
                  66,788Increase
      in tax positions for current year
                  
                  
                  -
                  
                  
                  
                  48,127Ending
      unrecognized tax benefits
                  
                  $
                  114,915
                  
                  
                  $
                  114,915
 During
2008, it was determined that, in accordance with Section 382 of the Internal
Revenue Code of 1986, as amended (the “Code”) the Company experienced an
ownership change and would be unable to utilize Federal and State operating
losses, resulting in a reduction of its deferred tax asset of $1.1 million. In
general, an “ownership change” as defined by Section 382 of the Code,
results from a transaction or series of transactions over a three-year period
resulting in an ownership change of more than 50 percentage points of the
outstanding stock of a company by certain stockholders or public
groups
 
 The
impact of this limitation resulted in a reduction of the Company’s deferred tax
assets and a corresponding reduction in its valuation allowance.
 
 Any
additional ownership changes in the future, and any future change at its current
market capitalization would severely limit the annual use of these NOLs going
forward. Such limitation could also result in expiration of a portion of the
NOLs before utilization. Due to the existence of the valuation allowance, future
changes in the Company’s unrecognized benefits will not impact its effective tax
rate.
 
 The
Company’s practice is to recognize interest and/or penalties related to income
tax matters in income tax expense. During the years ended December 31, 2009
and 2008, the Company did not recognize any interest or penalties.
 
 NOTE
11 - COMMITMENTS AND CONTINGENCIES
 
 LEASE
 
 The
Company leases office space on a month-to-month basis.
 
 Rent
expense was $50,826 and $161,499 for the years ended December 31, 2009 and
2008, respectively.
 
 LITIGATION
 
 To date,
the Company has never been a party to and has never been involved with any
litigation. However, in the future, the Company, like any other business or
individual, may become subject to litigation some of which the Company can
control and other litigation that the Company cannot control. If the Company
were to become involved in any litigation, management would have to assess
whether or not such litigation would likely have a material adverse effect on
the Company’s consolidated financial condition or results of
operations.
  F-30
  EMPLOYMENT
AGREEMENT
 
 On
February 20, 2009, we entered in into a written employment agreement with
Richard Nathan.  The agreement provides for a bonus equal to: (i) 3%
of increase in market capitalization occurring during first year of employment;
and (ii) 2% of increase in market capitalization year after year for all periods
thereafter.  Mr. Nathan’s employment under the agreement is
“At-Will.”
 
 NOTE
12 - SUBSEQUENT EVENTS
 
 Subsequent
to December 31, 2009:
 
 The
Company issued 352,667 shares of common stock upon the exercise of
options.
 
 The
Company issued 1,364,975 shares of common stock upon the conversion of
debentures aggregating $341,244.
 
 On
February 22, 2010, our Board  and Compensation Committee approved the
2010 Equity Compensation Plan (“2010 Plan”).  The 2010 Plan permits
the granting of up to 6,000,000 shares of common stock through the issuance of
Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Stock
Appreciation Rights, Restricted Stock Units, Performance Units, Performance
Shares and Other Stock Based Awards to our employees, directors and
consultants.  We anticipate submitting the plan for shareholder
approval during the following 12 months.  In the event the Plan is not
approved by our shareholders during this time, the 2010 Plan will be considered
a non-qualified plan.
  F-31


ITEM
      9.
              CHANGESIN
      AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





None




ITEM
      9A.
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures




Our
management, with the participation of our Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”), has evaluated the effectiveness of the
Company’s disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of the end of the period covered by this report
(December 31, 2009). Based on such evaluation, which disclosed material
weaknesses as noted below, our CEO and CFO has concluded that, as of the end of
such period, the Company’s disclosure controls and procedures were not effective
in recording, processing, summarizing and reporting, on a timely basis,
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act and are not effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure.





Management
Report on Internal Control Over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934. Internal control over financial reporting is a
process designed by, or under the supervision of, the Company’s principal
executive and principal financial officers to provide reasonable assurance to
the Company’s management and board of directors regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes those policies and procedures
that:





·
            pertain to the maintenance of
      records that in reasonable detail accurately and fairly reflect the
      transactions and dispositions of the assets of the
      Company;





·
            provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting principles,
      and that receipts and expenditures of the Company are being made only in
      accordance with authorizations of management and directors of the Company;
      and





·
            provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use
      or disposition of the Company’s assets that could have a material effect
      on the financial statements.




Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. A control system, no matter how well
designed and operated, can provide only reasonable, but not absolute, assurance
that the control system’s objectives will be met. The design of a control system
must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.




Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009. In making this assessment, management used
the criteria set forth inInternal
Control-Integrated Framework  issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”)   Based on our
assessment at December 31, 2009, management believes that our internal control
over financial reporting was not effective based on criteria set forth by the
COSO. The following material weaknesses were identified in our internal control
over financial reporting at December 31, 2009:




·
            We are unable to maintain the
      proper segregation of various accounting and finance duties because of our
      small size and limited resources. At risk areas include cash receipts and
      payments, processing of journal entries and account
      reconciliations.





·
            Much of the financial closing
      process is done off-line on electronic spreadsheets that are maintained on
      individual computers, unable to be shared by accounting personnel and not
      backed up.


23


We intend
to remediate these material weaknesses during 2010. We have implemented the use
of a financial closing checklist or to ensure that all items have been
considered for inclusion in this report. Our CEO has increased oversight of
operations and review of activity. As concerns the material weakness relating to
segregation of duties, we are re-examining our procedures to include
compensating controls and minimize the risk associated with having limited
resources in the accounting department.





Notwithstanding
these material weaknesses, we believe that our financial condition, results of
operations and cash flows presented in this Annual Report are fairly presented
in all material respects. We base our conclusion on our ability to substantiate,
with a high degree of confidence, the small number of significant general ledger
accounts that comprise our financial statements.





This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to
attestation by the Company’s independent registered public accounting firm
pursuant to temporary rules of the SEC that permit the Company to provide only
the management’s report in this annual report.





Limitations
on Effectiveness of Controls and Procedures





Our
management does not expect that our disclosure controls and procedures or our
internal controls will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include, but are not limited to, the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.





Changes
in Internal Control Over Financial Reporting





There
were no changes to our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




PART III




ITEM
      9B.
                OTHER
      INFORMATION
  During
the first quarter of 2010, we issued a number of securities.  For a
further description of the transactions, please refer to the section of this
Annual Report entitled “Recent
Sale of Unregistered Securities” contained in Item
5.


ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Our
directors are elected annually by our stockholders at the annual
meeting.  Each director holds his office until his successor is
elected and qualified or his earlier resignation or removal.  Our
executive officers are elected annually by our Board of
Directors.  Each executive officer holds his office until they resign,
is removed by the Board, or their successor is elected and
qualified.  Information regarding our directors and executive officers
is presented below.





Name
                  
                  Positions with Company
                  
                  Age
                  
                  Director
                    SinceW.
      Robert Ramsdell
                  
                  Director
                  
                  68
                  
                  2007Richard
      Nathan
                  
                  Director,
      Chief Executive Officer and Principal Financial Officer
                  
                  68
                  
                  2007Scott
      V. Ogilvie
                  
                  Director
                  
                  55
                  
                  2006Harry
      L. Tredennick, III
                  
                  Director
                  
                  63
                  
                  2007Joe
      Zelayeta
                  
                  Director
                  
                  63
                  
                  2009John
      Ward III
                  
                  Director
                  
                  62
                  
                  2010


24


W. Robert
Ramsdell has served as a director since June 2007. Mr. Ramsdell
has been engaged in private investments in micro cap companies since 1990. 
From 1973 until his retirement in 1990, Mr. Ramsdell was senior partner,
director of research and office manager of Cantor Fitzgerald & Co. in
Los Angeles, engaged in the institutional equity business.  Mr.
Ramsdell’s prior experience regarding investment banking and financial expertise
give him the qualifications and skill to serve as a director.





Richard J.
Nathan has served as a director since December 2007.  During
this period, Mr. Nathan resigned from the board from September to November
2008.  Mr. Nathan has served as our Chief Executive Officer and
Principal Financial Officer since November 17, 2008.   Mr. Nathan
was a Vice President of operations at Commodore Corporation and Vice President
of worldwide operations at Atari Corporation. He founded JigSaw tek, Inc.
in May 2001, where he served as the Chief Executive Officer until 2005. The
company marketed high-end, integrated circuit packaging solutions using
proprietary, patent-pending embedded silicon technology. Since that time,
Mr. Nathan has pursued personal and professional interests and investments
in various technology industries. Mr. Nathan attended
Denver University and majored in physics. He also attended
Adelphi University and completed numerous graduate and undergraduate
courses in various science and business disciplines. He has authored or
co-authored eight U.S. patents.  Mr. Nathan’s past business experience
in start-up and electronic technologies gives him the qualifications and skill
to serve as a director.




Scott V.
Ogilvie has served as a director since
December 2006.   Mr. Ogilvie is President of AFIN
International, Inc. a private equity/business advisory firm, which he founded in
2006.  Prior to December 31, 2009, he was CEO of Gulf Enterprises
International, Ltd, ("Gulf") a company that brings strategic partners, expertise
and investment capital to the Middle East and North Africa. He held this
position since August of 2006.  Mr. Ogilvie previously served as Chief
Operating Officer of CIC Group, Inc., an investment manager, a position he has
held from 2001 to 2007.  He began his career as a corporate and securities
lawyer with Hill, Farrer & Burrill, and has extensive public and private
corporate management and board experience in finance, real estate, and
technology companies. Mr. Ogilvie currently serves on the board of directors of
Neuralstem, Inc. (NYSE AMEX:CUR), GenSpera, Inc. (OTCBB:GNSZ) and Preferred
Voice Inc, (OTCBB:PRFV).  We took into account his prior work in both
public and private organizations regarding corporate finance, securities and
compliance and international business development and believe Mr. Oglivie’s past
experience in these fields gives him the qualifications and skill to serve as a
director..





Harry L.
Tredennick III has served as a director since December 2007. Mr.
Tredennick serves as a technology analyst for Gilder Publishing. His area of
expertise is leading-edge components and he writes and speaks on topics related
to microprocessors, programmable logic, reconfigurable systems, and MEMS
(microelectromechanical systems). He has held this position since
August 2000. He has held engineering and research positions at Motorola and
IBM and was once Chief Scientist at Altera. Dr. Tredennick was named a
Fellow of the IEEE for his contributions to microprocessor design. He received
his Ph.D. in Electrical Engineering from the University of Texas, Austin. He
received his MSEE and BSEE in Electrical Engineering from
Texas Tech University, where he has been named a Distinguished
Engineering Graduate.  We believe that Mr. Tredennick’s business
experience with regard to microprocessors and logic design, history of working
with startups, and experience with  military authentication and
security applications are complementary to our future market opportunities and
accordingly, give him the qualifications and skill to serve as a
director.





Joe
Zelayetahas served as a director since October
2009.   Since 2006, Mr. Zelayeta has been advising companies with
regard to merger and acquisition activities as well as technology
development.  From 1981 to 2006, Mr. Zelayeta was employed by LSI
Logic Corporation as part of the executive management team in several senior
executive positions.  Mr. Zelayeta was a member of the Board of
Directors of the Semiconductor Research Corporation (SRC) representing LSI Logic
as well as a member of the Technology Strategy Committee of the Semiconductor
Industry Association (SIA).  Mr. Zelayeta has a BS in Chemistry from
the University of Nevada.  We believe that Mr. Zelayeta’s past
business experience regarding innovative technologies  give him the
qualifications and skill to serve as a director.





John
Ward IIIhas
served as a director of the Company since January 2010. Mr. Ward previously held
positions with the Company since 2004, including a directorship from August 2004
through December of 2007.  During that time, Mr. Ward also served as
the Company’s Chairman and Chief Executive Officer from August 2006 to September
of 2007.He was previously the Chairman of the Board and
Chief Executive Officer of Doral Financial (NYSE:DRL), a consumer finance and
bank holding company, and the Chairman of the Board of Directors and Chief
Executive Officer of American Express Bank and President of Travelers Cheque
Group.  Mr. Ward joined American Express following a 27-year career at
Chase Manhattan Bank, during which he held various senior posts in the United
States, Europe and Japan.  His last position at Chase Manhattan Bank was
that of Chief Executive Officer of ChaseBankCard Services, which he held from
1993 until 1995.  During
the past 5 years,
Mr. Ward servedas
a director of Primus Guaranty, Ltd. (NYSE:PRS), and Industrial Enterprises of
America (Nasdaq: IEAM).  He has also served on the board of
‘mktg,inc.’ (NasdaqCM: CMKG). In addition to Mr. Ward’s
extensive experience in the consumer credit market, his former experience with
credit and risk management as Senior Credit Policy Officer at Chase Manhattan
Bank is relevant to understanding the risks and opportunities that the Company
faces in its current business lines, as well as those it plans to pursue and
give him the qualifications and skill to serve as a
director.


25


Family
Relationships





There are
no family relationships between any director, executive officer, or person
nominated or chosen by the registrant to become a director or executive
officer.





Compliance
with Section 16(a) of the Exchange Act





Section
16(a) of the Exchange Act requires our officers, directors, and stockholders
owning more than ten percent of our common stock, to file reports of ownership
and changes in ownership with the SEC and to furnish us with copies of such
reports. Based solely on our review of Form 3, 4 and 5’s, the following table
provides information regarding any of the reports which were filed late during
the fiscal year ended December 31, 2009:





NameofReportingPerson
              
              TypeofReportFiledLate
              
              No.ofTransactions
                ReportedLateW. Robert Ramsdell
              
              Form 4
              
              1Scott V. Ogilvie
              
              Form 4
              
              3Richard Nathan
              
              Form 4
              
              2Harry L. Tredennick III
              
              Form 4
              
              3





Code
of Ethics





We have
adopted a Code of Business Conduct and Ethics for all of our employees,
including our Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer. The purpose of the code is to ensure that our business is
conducted in a consistently legal and ethical matter. A copy of our code can be
viewed on our website at www.incardtech.com.




We intend
to disclose future amendments to our code, or waivers of such provisions on our
web site within four business days following the date of such amendment or
waiver.





Board
of Directors Structure and Committee Composition





In 2009,
our board of directors consisted of six directors.  We currently do
not have a designated Chairman.  Our board of directors established
the following three standing committees: (1) an Audit Committee, (2) a
Governance and Nominating Committee, and (3)  Compensation Committee.
 Each of the committees operates under a written charter adopted by the
board of directors. All of the committee charters are available on our web site
at www.incard.com.





Each
director attended at least 75% of all board of directors and applicable
committee meetings.  The committee membership and the function of each of
the committees are described below.





Director
                        
                        Audit Committee
                        
                        Governance and
                          Nominating
                          Committee
                        
                        Compensation
                          CommitteeNick
      Tredennick
                        
                        MemberScott
      Ogilvie
                        
                        Member
                        
                        Member
                        
                        MemberW.
      Robert Rammsdell
                        
                        Member
                        
                        Member
                        
                        Member





Audit
Committee




We have a
designated audit committee in accordance with section 3(a)(58)(A) of the
Exchange Act.





The Audit
Committee assists the directors in fulfilling their oversight
responsibilities. The Audit Committee will oversees and reviews the financial
reporting process, the system of internal controls, the audit process and
the Company’s process for monitoring compliance with laws and regulations.
In performing its duties, the Audit Committee maintains free and open
communication between the directors, the independent auditors and the
financial management of the Company. The Audit Committee is intended to
provide an independent and, as appropriate, confidential forum in which
interested parties can freely discuss information and
concerns.   The committee operates under a written charter
approved by the Board, a copy of which may be found on our website,
http://www.incardtech.com. The committee meets at least quarterly with our
management and independent accountants to, among other things, review the
results of the annual audit and quarterly reviews and discuss the financial
statements, select and engage the independent accountants, assess the adequacy
of our staff, management performance and procedures in connection with financial
controls and receive and consider the accountants’ comments on our internal
controls.


26


Our board
of directors has determined that Mr. Ogilvie is an “audit committee financial
expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K.  An
audit committee financial expert is a person who can demonstrate the following
attributes:  (1) an understanding of generally accepted
accounting principles and financial statements; (2) the ability to assess
the general application of such principles in connection with the accounting for
estimates, accruals and reserves; (3) experience preparing, auditing,
analyzing or evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the
company’s financial statements, or experience actively supervising one or more
persons engaged in such activities; (4) an understanding of internal
controls and procedures for financial reporting; and (5) an understanding
of audit committee functions.





Compensation
Committee




The
Compensation Committee is responsible for overseeing and, as
appropriate, making recommendations to the Board regarding the annual
salaries and other compensation of our executive officers.  The
compensation committee also oversees our general compensation policies with
regard to our general employee.  The committee operates under a
written charter approved by the Board, a copy of which may be found on our
website, http://www.incardtech.com .





We do not
have a formal policy with regard to the consideration of diversity in
identifying Director nominees, but the Nominating and Corporate Governance
Committee strives to nominate Directors with a variety of complementary skills
so that, as a group, the Board will possess the appropriate talent, skills, and
expertise to oversee our businesses.





Governance
and Nominating Committee




The
Governance and Nominating Committee is responsible for overseeing and,
as appropriate, making recommendations to the Board regarding, membership
and constitution of the Board and its role in overseeing the affairs of the
Company to assure that it is in compliance with all applicable
regulations.  The committee operates under a written charter approved
by the Board, a copy of which may be found on our website,
http://www.incardtech.com .





There has
been no change material change to the procedures by which security holders may
recommend nominees to our board of directors since we last provided such
disclosure in our definitive proxy statement filed with the SEC in connection
with our 2008 annual meeting.




Independent
Directors




Our board
of directors has determined that Messrs, Ramsdell, Ogilvie, Tredennick and
Zelayeta are each “independent” as that term is defined by the NASDAQ
rules.





Board
Leadership Structure





The Board
currently does not have a designated Chairperson.  Instead, a
chairperson is selected at each meeting.  Notwithstanding, our Bylaws
provide that any power exercisable by the Chairperson is also exercisable by our
Board or our Chief Executive Officer.  The Board does not have a
policy on whether the same person should serve as both the chief executive
officer and chairman of the board or, if the roles are separate, whether the
chairman should be selected from the non-employee directors or should be an
employee. The Board believes that it should have the flexibility to make these
determinations at any given point in time in the way that it believes best to
provide appropriate leadership for our company and business at that
time.   The Board believes that its current leadership structure
is appropriate given our size of operations, our limited number of employees and
the fact that we only have one executive officer.  Our board is
however comprised of a majority of independent members, all of who serve on our
standing committees.





Our risk
management program is overseen by our Chief Executive Officer. Material risks
are identified and prioritized by management, and each prioritized risk is
referred to a Board Committee or the full Board for oversight. For example,
strategic risks are referred to the full Board while financial risks are
referred to the audit Committee. The Board regularly reviews information
regarding our liquidity and operations, as well as the risks associated with
each.  Also, the Compensation Committee periodically reviews the most
important risks to our business to ensure that compensation programs do not
encourage excessive risk-taking and promote our goals and
objectives.




27


ITEM
11.          EXECUTIVE
COMPENSATION





Executive
Compensation





Summary
Compensation





Name & Principal
                                                    Position
                                                  
                                                  Year
                                                  
                                                  Salary ($)
                                                  
                                                  
                                                  Bonus ($)
                                                  
                                                  
                                                  Stock
                                                    Awards
                                                    ($)
                                                  
                                                  
                                                  Option
                                                    Awards ($)
                                                  
                                                  
                                                  Non-Equity
                                                    Incentive Plan
                                                    Compensation
                                                    ($)
                                                  
                                                  
                                                  Nonqualified
                                                    Deferred
                                                    Compensation
                                                    Earnings ($)
                                                  
                                                  
                                                  All Other
                                                    Compensation
                                                    ($)
                                                  
                                                  
                                                  Total ($)Richard
      Nathan
                                                  
                                                  2009
                                                  
                                                  
                                                  240,000
                                                  
                                                  
                                                  
                                                  83,587
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  55,013
                                                  (2),
      (7)(8)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  378,600Chief
      Executive
                                                  
                                                  2008
                                                  
                                                  
                                                  30,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  202,903
                                                  (3),
      (4)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  232,903Officer/
      (PEO)Chief
      FinancialOfficer/
      (PFO) (1)Steven
      Delcarson
                                                  
                                                  2009
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Former
      Chief Executive
                                                  
                                                  2008
                                                  
                                                  
                                                  407,102
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,041,586
                                                  (5)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,448,688OfficerCharles
      Caporale
                                                  
                                                  2009
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Former
      Chief Financial
                                                  
                                                  2008
                                                  
                                                  
                                                  204,167
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  408,317
                                                  (6)
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  612,484OfficerNick
      Leung
                                                  
                                                  2009
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Former
      Product Manager
                                                  
                                                  2008
                                                  
                                                  
                                                  158,032
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  158,032





(1) Mr.
Nathan was appointed Chief Executive Officer and Chief Financial Officer on
November 17, 2008 when Mr. Delcarson’s contract terminated.





(2) Mr.
Nathan was awarded an option grant on July 22, 2009 in the amount of 525000
shares. The grant was valued using the Black-Sholes option
pricing model with the following assumptions: (i) exercise price of $0.18 per
share; (ii) fair value of a share of common stock of $0.18; (iii) volatility of
122%; (iv) dividend rate of 0%; (v) risk free interest rate of 0.50%; and (vi)
estimated life of 1.75 years.





(3) Mr.
Nathan was awarded an option grant on February 25, 2008 in the amount of 63,333
shares. The grant was valued using the Black-Sholes option pricing model with
the following assumptions: (i) exercise price of $1.95 per share; (ii) fair
value of a share of common stock of $1.95; (iii) volatility of 102%; (iv)
dividend rate of 0%; (v) risk free interest rate of 3.41%; and (vi) estimated
life of 10 years.





(4) Mr.
Nathan was awarded an option grant on November 17, 2008 in the amount of
1,000.000 shares. The grant was valued using the Black-Sholes option pricing
model with the following assumptions: (i) exercise price of $0.10 per share;
(ii) fair value of a share of common stock of $0.10; (iii) volatility of 102%;
(iv) dividend rate of 0%; (v) risk free interest rate of 2.32%; and (vi)
estimated life of 10 years.





(5) Mr.
Delcarson was awarded an option grant on March 27, 2008 in the amount of
1,000,000 shares. The grant was valued using the Black-Sholes option pricing
model with the following assumptions: (i) exercise price of $2.25 per share;
(ii) fair value of a share of common stock of $2.25; (iii) volatility of 102%;
(iv) dividend rate of 0%; (v) risk free interest rate of 2.815%; and (vi)
estimated life of 10 years. All of Mr. Delcarson’s awards were forfeited due to
termination of employment.





(6) Mr.
Caporale was awarded an option grant on March 27, 2008 in the amount of 200,000
shares. The grant was valued using the Black-Sholes option pricing model with
the following assumptions: (i) exercise price of $2.25 per share; (ii) fair
value of a share of common stock of $2.25; (iii) volatility of 102%; (iv)
dividend rate of 0%; (v) risk free interest rate of 2.815%; and (vi) estimated
life of 10 years. All of Mr. Caporale’s awards were forfeited due to termination
of employment.





(7) Mr.
Nathan’s total bonus for 2009 was $125,381. Mr. Nathan forwent $41,794 of his
bonus and allocated this amount to the employee bonus pool.


(8)  Does
not include 100,000 options granted on July 22, 2009 as compensation for serving
on our board of directors.  Please see the Director Compensation
table.


28


Employment
Agreements and Arrangements and Change-In-Control Arrangements





Employment
Agreement with Richard Nathan





On
February 20, 2009, we entered in into a written employment agreement with
Richard Nathan.  Pursuant to the terms of the agreement, Mr. Nathan’s
annual compensation is $240,000.  Also, as part of the agreement, we
granted Mr. Nathan a stock option to purchase 1,000,000 common shares at $0.10
per share.  The option has a term of five years.  The
agreement also provides for a bonus equal to: (i) 3% of increase in market
capitalization occurring during first year of employment; and (ii) 2% of
increase in market capitalization year after year for all periods
thereafter.  Mr. Nathan’s employment under the agreement is
“At-Will.”





Outstanding
Equity Awards at Fiscal Year-End





The
following table provides information concerning unexercised options; stock that
has not vested; equity incentive; and awards for each Named Executive Officer
outstanding as of the end of the last completed fiscal year.




Option Awards
                                        
                                        
                                        
                                        Stock AwardsName
                                        
                                        Number of
                                          Securities
                                          Underlying
                                          Unexercised
                                          Options
                                          (#)
                                          Exercisable
                                        
                                        
                                        Number of
                                          Securities
                                          Underlying
                                          Unexercised
                                          Options (#)
                                          Unexercisable
                                        
                                        
                                        Equity
                                          Incentive
                                          Plan
                                          Awards:
                                          Number of
                                          Securities
                                          Underlying
                                          Unexercised
                                          Unearned
                                          Options (#)
                                        
                                        
                                        Option
                                          Exercise
                                          Price ($)
                                        
                                        Option
                                          Expiration
                                          Date
                                        
                                        Number of
                                          Shares or
                                          Units of
                                          Stock
                                          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
                                          ($)Richard
      Nathan
                                        
                                        
                                        36,945
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        26,388
                                        
                                        
                                        $
                                        1.95
                                        
                                        02/25/18
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Chief
      Executive Officer and Chief Financial Officer
                                        
                                        
                                        500,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        500,000
                                        
                                        
                                        $
                                        0.10
                                        
                                        11/17/18
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -43,750
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        56,250
                                        
                                        
                                        $
                                        0.18
                                        
                                        07/22/19
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        --
                                        
                                        
                                        
                                        525,000
                                        
                                        
                                        $
                                        0.18
                                        
                                        07/23/19
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -





Director
Compensation





The
following table summarizes the compensation for our board of directors for the
fiscal year ended December 31, 2009:




Name
                        
                        Fees
                          Earned or
                          Paid in
                          Cash ($)
                        
                        
                        Stock
                          Awards
                          ($)
                        
                        
                        Option
                          Awards ($)
                        
                        
                        Non-Equity
                          Incentive Plan
                          Compensation
                          ($)
                        
                        
                        Non-Qualified
                          Deferred
                          Compensation
                          Earnings ($)
                        
                        
                        All Other
                          Compensation
                          ($)
                        
                        
                        Total ($)Donald
      Joyce
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        10,027
                        (1),(3)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        10,027Richard
      Nathan
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,684
                        (1)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,684W.Robert
      Ramsdell
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        16,711
                        (1)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        16,711Scott
      Ogilvie
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        13,369
                        (1)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        13,369Harry
      L. Tredennick
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,355
                        (1)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,355Joseph
      Zelayeta
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        16,661
                        (2)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        16,661


29


(1) Mr.
Joyce, Mr. Nathan, Mr. Ramsdell, Mr. Ogilvie and Mr. Tredennick were awarded
option grants on July 22, 2009 in the amounts of 150,000 shares, 100,000 shares,
250,000 shares, 200,000 shares and 125,000 shares, respectively. The grants were
valued using the Black-Sholes option pricing model with the following
assumptions: (i) exercise price of $0.18 per share; (ii) fair value of a share
of common stock of $0.18; (iii) volatility  of 122%; (iv) dividend
rate of 0%; (v) risk free interest rate of 0.5%; and (vi) estimated life of .625
years.




(2) Mr.
Zelayeta was awarded an option grant on October 13, 2009 in the amount of
100,000 shares. The grant was valued using the Black-Sholes option pricing model
with the following assumptions: (i) exercise price of $0.35 per share; (ii) fair
value of a share of common stock of $0.35; (iii) volatility  of 161%;
(iv) dividend rate of 0%; (v) risk free interest rate of 0.335%; and (vi)
estimated life of .625 years.




(3) Mr.
Joyce resigned from the board on November 2, 2009. Upon that date, 93,750
unvested options were terminated. The 56,250 vested options  could be
exercised up until January 31, 2010 at which time they terminated.





Director
Compensation Plan





On July
22, 2009, we amended our non-executive board compensation policy
(“Policy”).  Pursuant to the terms of the Policy, non-employee
directors will be entitled to the following compensation for service on our
board of directors:





First
Year Grant.  Upon joining the board, members will receive
options to purchase 100,000 common shares. The options shall vest as follows:
(i) 25,000 shall vest on the one month anniversary of joining the Board; and
(ii) 75,000 shall vest quarterly over a one year period commencing on the date
such Director joins the Board.





Annual
Grant.  Starting on the first year anniversary of commencing
service as a board member, and each subsequent anniversary thereafter, each
eligible director will be granted options to purchase 50,000 shares of common
stock. These Annual Grants will vest quarterly during the year.





Committee
Grant.  Each Director will receive options to purchase an
additional 25,000 shares for each committee on which he or she serves. These
Committee Grants will vest quarterly during the year.





Special
Committee Grants.   From time to time, board members may
be requested by the board to provide extraordinary services by way of serving on
a special committee.  These services may include such items as the
negotiation of key contracts, assistance with technology issues, or such other
items as the general board deems necessary and in the best interest of the
Company and its shareholders.  In such instances, the board of
directors should have the flexibility to issue special committee
grants.   The amount of such grants would vary commensurate with
the function and tasks of the special committee.





Measure
Date.  For purposes of this plan, all current directors will be
considered first year directors and be eligible for the First Year
Grant.  Irrespective on when a director joined the Board, all current
directors shall have as their anniversary date the date that this plan is
approved by the Board.  All subsequent directors will have as their
measure date the date on which they accepted appointment to the
Board.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





Securities
Authorized for Issuance Under Equity Compensation Plans





Information
regarding shares authorized for issuance under equity compensation plans
approved and not approved by stockholders required by this Item are incorporated
by reference from Item 5 of this Annual Report from the section entitled
“Equity Compensation Plan
Information.”





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth, as of March 15, 2010, information regarding
beneficial ownership of our capital stock by:





·
            each
      person, or group of affiliated persons, known by us to be the beneficial
      owner of 5% or more of any class of our voting
  securities;





·
            each
      of our current directors and
nominees;





·
            each
      of our current named executive officers;
and


30


·
            all
      current directors and named executive officers as a
  group.




Beneficial
ownership is determined according to the rules of the SEC. Beneficial ownership
means that a person has or shares voting or investment power of a security and
includes any securities that person or group has the right to acquire within 60
days after the measurement date. This table is based on information supplied by
officers, directors and principal stockholders. Except as otherwise indicated,
we believe that each of the beneficial owners of the common stock listed below,
based on the information such beneficial owner has given to us, has sole
investment and voting power with respect to such beneficial owner’s shares,
except where community property laws may apply.





Common StockName and Address of Beneficial Owner(1)
                    
                    Shares
                    
                    
                    Shares
                      Underlying
                      Convertible
                      Securities(2)
                    
                    
                    Total
                    
                    
                    Percent of
                      Class(2)Directors
      and named executive officersW.
      Robert Ramsdell
                    
                    
                    337,500
                    
                    
                    
                    242,261
                    
                    
                    
                    579,761
                    
                    
                    
                    1.9
                    %Richard
      Nathan
                    
                    
                    150,000
                    
                    
                    
                    603,749
                    
                    
                    
                    753,749
                    
                    
                    
                    2.4
                    %Scott
      Ogilvie
                    
                    
                    -
                    
                    
                    
                    219,250
                    
                    
                    
                    219,250
                    
                    
                    
                    *
                    %Harry
      L. Tredennick
                    
                    
                    -
                    
                    
                    
                    189,165
                    
                    
                    
                    189,165
                    
                    
                    
                    *
                    %Joe
      Zelayeta
                    
                    
                    -
                    
                    
                    
                    62,500
                    
                    
                    
                    62,500
                    
                    
                    
                    *
                    %John
      Ward III
                    
                    
                    -
                    
                    
                    
                    543,750
                    
                    
                    
                    543,750
                    
                    
                    
                    1.7
                    %All
      directors and executive officers as a group (6 persons)
                    
                    
                    487,500
                    
                    
                    
                    1,860,675
                    
                    
                    
                    2,348,175
                    
                    
                    
                    7.2
                    %Beneficial
      Owners of 5% or moreAlan
      Finkelstein
                    
                    
                    2,433,947
                    
                    
                    
                    400,625
                    
                    
                    
                    2,834,572
                    
                    
                    
                    9.1
                    %







*
            Less
      than one percent.





(1)
            Except
      as otherwise indicated, the persons named in this table have sole voting
      and investment power with respect to all shares of common stock shown as
      beneficially owned by them, subject to community property laws where
      applicable and to the information contained in the footnotes to this
      table. Unless otherwise indicated, the address of the beneficial owner is
      c/o Innovative Card Technologies, Inc., 633 West Fifth Street,
      Suite 2600, Los Angeles,
CA 90071.





(2)
            Pursuant
      to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership
      includes any shares as to which a shareholder has sole or shared voting
      power or investment power, and also any shares which the shareholder has
      the right to acquire within 60 days, including upon exercise of common
      shares purchase options or warrant. There are 30,558,562 shares of common
      stock issued and outstanding as of March 15,
  2010.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE





Transactions
with Related Persons, Promoters and Certain Control Persons





The
following lists all transaction since the beginning of our last two fiscal
years, or any currently proposed transaction, in which the we are or are to be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of our average total assets at year end for the last two completed
fiscal years, and in which any related person had or will have a direct or
indirect material interest.





Information
regarding disclosure of an employment relationship or transaction involving an
executive officer and any related the lesser of $120,000 or one percent of the
average of the smaller reporting company’s total assets at year end for the last
two completed fiscal years resulting from that employment relationship or
transaction is incorporated by reference from Item 11 of this Annual
Report.





Information
regarding disclosure of compensation to a director is incorporated by reference
from Item 11 of this Annual Report.





Director
Independence





Information
regarding director independence required by this Item is incorporated by
reference from Item. 10 of this Annual Report from the section entitled “Director
Independence.”


31


ITEM
14.          PRINCIPAL
ACCOUNTING FEES AND SERVICES





The
following table summarizes the approximate aggregate fees billed to us or
expected to be billed to us by our independent auditors for our 2009 and 2008
fiscal years:





Type
      of Fees
                        
                        2009
                        
                        
                        2008Audit
      Fees
                        
                        
                        218,208
                        
                        
                        
                        98,269Audit
      Related Fees
                        
                        
                        104,374
                        
                        
                        
                        122,010Tax
      Fees
                        
                        
                        2,500
                        
                        
                        
                        3,500All
      Other Fees
                        
                        
                        15,025
                        
                        
                        
                        14,665Total
      Fees
                        
                        $
                        340,107
                        
                        
                        $
                        238,444





Pre-Approval
of Independent Auditor Services and Fees




Our audit
committee reviewed and pre-approved all audit and non-audit fees for services
provided by our auditors and has determined that the provision of such services
to us during fiscal 2009 and in connection with the audit of our 2009 fiscal
year financials is compatible with and did not impair independence. It is the
practice of the audit committee to consider and approve in advance all auditing
and non-auditing services provided to us by our independent auditors in
accordance with the applicable requirements of the SEC.   Our
auditor did not provide us with any services, other than those listed
above.




PART IV





ITEM
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES





1.            Financial
Statements: See “Index to Financial Statements” in Part II, Item 8 of
this Form 10-K.




2.
            Exhibits:
      The exhibits listed in the accompanying index to exhibits are filed or
      incorporated by reference as part of this
  Form 10-K.





Certain
of the agreements filed as exhibits to this Form 10-K contain
representations and warranties by the parties to the agreements that have been
made solely for the benefit of the parties to the agreement. These
representations and warranties:





·
            may
      have been qualified by disclosures that were made to the other parties in
      connection with the negotiation of the agreements, which disclosures are
      not necessarily reflected in the
agreements;





·
            may
      apply standards of materiality that differ from those of a reasonable
      investor; and





·
            were
      made only as of specified dates contained in the agreements and are
      subject to later developments.





Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time, and investors should
not rely on them as statements of fact.





SIGNATURES




In
accordance with Section 13 or 15(d) 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.




INNOVATIVE
      CARD TECHNOLOGIES, INCDated:
      March 31, 2010
                  By:
                  /S/ Richard NathanRichard
      Nathan
                    Chief
      Executive Officer




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
following capacities and on the dates indicated.


32





Name
                                          
                                          Title
                                          
                                          Date/s/ Richard Nathan
                                          
                                          Chief
      Executive Officer, Chief Financial Officer and Director
      (Principal
                                          
                                          March
      31, 2010Richard Nathan
                                          
                                          Executive
      Officer and Principal Accounting Officer)/s/ Joe Zelayeta
                                          
                                          Director
                                          
                                          March
      31, 2010Joe
      Zelayeta/s/ W. Robert Ramsdell
                                          
                                          Director
                                          
                                          March
      31, 2010W.
      Robert Ramsdell/s/ Scott V. Ogilvie
                                          
                                          Director
                                          
                                          March
      31, 2010Scott
      V. Ogilvie/s/ Harry L. Tredennick III
                                          
                                          Director
                                          
                                          March
      31, 2010Harry
      L. Tredennick III/s/ John Ward III
                                          
                                          Director
                                          
                                          March
      31, 2010John
      Ward III


33





INDEX
TO EXHIBITS






INDEX
TO EXHIBITS
  Incorporated
      by ReferenceExhibit
                No.
              
              Description
              
              Filed
                Herewith
              
              Form
              
              Exhibit
                No.
              
              File No.
              
              Filing Date3.01(i)
              
              Amended
      and Restated Certificate of Incorporation of Innovative Card Technologies,
      Inc. filed on 5/11/05
              
              
              
              10-K
              
              3.01(i)
              
              001-33353
              
              5/15/093.02(i)
              
              Certificate
      of Amendment to Certificate of Incorporation of Innovative Card
      Technologies, Inc. filed on 12/21/07
              
              
              
              8-K
              
              3.1
              
              001-33353
              
              1/2/083.03(ii)
              
              Amended
      and Restated Bylaws of Innovative Card Technologies, Inc. adopted on May
      5, 2005
              
              
              
              10-K
              
              3.03(ii)
              
              001-33353
              
              5/15/0910.01**
              
              2004
      Stock Incentive Plan as amended
              
              
              
              S-8
              
              10.1
              
              333-137033
              
              3/25/0810.02
              
              Form
      of Warrant pursuant to private placement dated October 19,
      2005
              
              
              
              8-K
              
              4.1
              
              000-51260
              
              10/25/0510.03
              
              Form
      of Warrant issued to TR Winston & Company, LLC dated May 30,
      2006
              
              
              
              8-K
              
              4.1
              
              000-51260
              
              5/31/0610.04
              
              Form
      of Securities Purchase Agreement dated May 30, 2006
              
              
              
              8-K
              
              10.1
              
              000-51260
              
              5/31/0610.05
              
              Form
      of Registration Rights Agreement dated May 30, 2006
              
              
              
              8-K
              
              10.2
              
              000-51260
              
              5/31/0610.06
              
              Licensing
      Agreement dated September 26, 2006 by and between Innovative Card
      Technologies, Inc. and NCryptone, SA as license
              
              
              
              SB-2
              
              10.35
              
              333-135715
              
              7/12/0610.07
              
              Licensing
      Agreement dated September 26, 2006 by and betweenNCryptone, SA as licensor
      and  Innovative Card as license
              
              
              
              SB-2
              
              10.36
              
              333-135715
              
              7/12/0610.08
              
              Form
      of Indemnification Agreement for Executive Officers and Directors of
      Innovative Card Technologies, Inc.
              
              
              
              8-K
              
              10.1
              
              001-33353
              
              3/23/0710.09**
              
              2007
      Equity Incentive Plan
              
              
              
              10-QSB
              
              10.44
              
              001-33353
              
              11/19/0710.10
              
              Form
      of Indemnification Agreement entered into between the Company and Messrs.
      Delcarson and Caporale
              
              
              
              8-K
              
              10.1
              
              001-33353
              
              11/29/0710.11
              
              Form
      of Securities Purchase Agreement Dated January 8, 2008
              
              
              
              8-K
              
              10.1
              
              001-33353
              
              1/9/07
 
 
  
 10.12
              
              Form
      of 8% Senior Secured Convertible Debenture issued January 8,
      2008
              
              
              
              8-K
              
              10.2
              
              001-33353
              
              1/9/0710.13
              
              Form
      of Common Stock Purchase Warranted issued January 8, 2008
              
              
              
              8-K
              
              10.3
              
              001-33353
              
              1/9/0710.14
              
              Form
      of Registration Rights Agreement dated January 8, 2008
              
              
              
              8-K
              
              10.4
              
              001-33353
              
              1/9/0710.15
              
              Form
      of Security Agreement dated January 8, 2008
              
              
              
              8-K
              
              10.5
              
              001-33353
              
              1/9/0710.16
              
              Form
      of Subsidiary Guarantee dated January 8, 2008
              
              
              
              8-K
              
              10.6
              
              001-33353
              
              1/9/0710.17
              
              Form
      of Securities Purchase Agreement Dated April 15, 2008
              
              
              
              8-K
              
              10.1
              
              001-33353
              
              4/16/0810.18
              
              Form
      of 8% Senior Secured Convertible Debenture issued April 15,
      2008
              
              
              
              8-K
              
              10.2
              
              001-33353
              
              4/16/0810.19
              
              Form
      of Common Stock Purchase Warranted issued April 15, 2008
              
              
              
              8-K
              
              10.3
              
              001-33353
              
              4/16/0810.20
              
              Form
      of Registration Rights Agreement dated April 15, 2008
              
              
              
              8-K
              
              10.4
              
              001-33353
              
              4/16/0810.21
              
              Form
      of Security Agreement dated April 15, 2008
              
              
              
              8-K
              
              10.5
              
              001-33353
              
              4/16/0810.22
              
              Form
      of Subsidiary Guarantee dated April 15, 2008
              
              
              
              8-K
              
              10.6
              
              001-33353
              
              4/16/08
 10.23**
              
              Form
      of Executive Employment Agreement of Vincent M. Schiavo, dated as of May
      22, 2008
              
              
              
              8-K
              
              10.1
              
              001-33353
              
              5/27/0810.24**
              
              Employment
      Agreement of Mr. Richard Nathan dated February 20, 2009
              
              
              
              8-K
              
              10.01
              
              001-33353
              
              2/24/09
  10.25
              
              Assignment
      of Debenture and Common Stock Warrants Agreement with EMC
              
              
              
              8-K
              
              10.01
              
              001-33353
              
              7/17/09
  10.26
              
              Waiver,
      Amendment and Exchange Agreement
              
              
              
              8-K
              
              10.16
              
              001-33353
              
              10/05/0910.27
              
              Debenture
      & Warrant Purchase Agreement
              
              
              
              8-K
              
              10.17
              
              001-33353
              
              10/05/0910.28
              
              Form
      of Amended Debenture dated September 30, 2009
              
              
              
              8-K
              
              10.18
              
              001-33353
              
              10/05/09
  
   10.29
              
              Form
      of Amended Warrant dated September 30, 2009
              
              
              
              8-K
              
              10.19
              
              001-33353
              
              10/05/09
  14.01
              
              Code
      of Ethics
              
              
              
              10-KSB
              
              14.0
              
              000-51260
              
              3/20/0621.1
              
              List
      of Subsidiaries
              
              
              
              SB-2
              
              21.1
              
              333-119814
              
              10/19/0423.1
              
              Consent
      of RBSM, LLP
              
              *23.2
              
              Consent
      of SingerLewak LLP
              
              *31.1
              
              Certification
      of the Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
              
              *31.2
              
              Certification
      of the Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
              
              *32.1
              
              Certification
      of Principal Executive Officer Pursuant to 18 U.S.C. §
1350
              
              *32.2
              
              Certification
      of Principal Financial Officer Pursuant to 18 U.S.C. §
1350
              
              *
  **Management
contracts or compensation plans or arrangements in which directors or executive
officers are eligible to participate.


34