**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Amendment No. 1 to**

**FORM 10-KSB/A**

 

ANNUAL REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

 

Commission File Number 000-10822

 

| **MobiClear, Inc.**                                                              |
|----------------------------------------------------------------------------------|
| (Name of small business issuer in its charter)                                   |
|                                                                             |   |
| **Pennsylvania**                                                                 | **25-1229323** |
| (State or other jurisdiction of                                                  | (I.R.S. Employer |
| incorporation or organization)                                                   | Identification No.) |
|                                                                             |   |
| **27th Floor, Chatham House**

**Salcedo Village, Makati City**

**Philippines** | **1227** |
| (Address of principal executive offices)                                         | (Zip Code) |
|                                                                             |
| **+6(32) 817-6948**                                                              |
| (Issuer’s telephone number)                                                |
|                                                                             |   |
| Securities registered pursuant to Section 12(b) of the Exchange Act:             |
| Title of each class                                                              | Name of each exchange on which registered |
| **N/A**                                                                          | **N/A** |
|                                                                             |
| Securities registered pursuant to Section 12(g) of the Exchange Act:             |
| **Common Stock, Par Value $0.0001**                                              |
| (Title of Class)                                                                 |

 

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.o

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.  Yes x  No o

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.x

 

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

 

State issuer’s revenues for its most recent fiscal year.**$5,000**

 

State the aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within the past 60 days.**As of April 8, 2008:****$1,237,745**

 

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.   Yes x  No o

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.**Number of shares of common stock ($0.0001 par value) outstanding as of the close of business on April** **8, 2008: 802,900,789**

 

**DOCUMENTS INCORPORATED BY REFERENCE: None.**

| Transitional Small Business Disclosure Format:   Yes o  No x |
|--------------------------------------------------------------------------------------------|

 

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**PART II**

 

**ITEM 8A (T). CONTROLS AND PROCEDURES**

 

**Evaluation of Disclosure Controls and Procedures**

 

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this annual report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure                    controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and                    procedures as of December 31, 2007, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2007, our disclosure controls and procedures were ineffective. In response, our Certifying Officers have implemented new disclosure controls and procedures that permitted them to conclude that as of March 31, 2008, our disclosure controls and procedures were effective.

 

**Management’s Report on Internal Control over Financial Reporting**

 

Internal controls are procedures that are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded, and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our consolidated financial statements in conformity with United States generally accepted accounting                    principles.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is a process designed under the supervision of our Certifying Officers to provide reasonable assurance regarding the reliability of financial reporting and the                    preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Management, under the supervision and with the participation of our Certifying Officers, evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control--Integrated Framework.

 

Based on our evaluation and the material weaknesses described below, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2007, based on the specified criteria. Management has identified control deficiencies regarding: (1) lack of segregation of duties; (2) lack of timely completion of financial control and reporting processes;                    (3) need for stronger internal control environment; and (4) better board review of management processes. Our management believes that these material weaknesses are due to decentralization and the small size of our accounting and administrative staff. Management is taking action in 2008 to improve the control deficiencies by hiring a new Chief Financial Officer and the centralization of accounting and administration activities in one location; however, the small size of our                    accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

 

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These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

 

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended December 31, 2007, included in this Annual Report on Form 10-KSB were fairly stated in accordance with United States generally accepted accounting principles. Accordingly, management believes that despite our material weaknesses,                    our financial statements for the year ended December 31, 2007, are fairly stated, in all material respects, in accordance with United States generally accepted accounting principles.

 

We may in the future identify further material weaknesses or significant deficiencies in our internal control over financial reporting that we have not discovered to date. We plan to refine our internal control over financial reporting to meet the internal control reporting requirements included in Section 404 of the Sarbanes-Oxley Act to have effective internal controls by December 31, 2008.                    The effectiveness of the measures we implement in this regard will be subject to ongoing management review supported by confirmation and testing by management, as well as audit committee oversight. As a result, we expect that additional changes could be made to our internal control over financial reporting and disclosure controls and procedures.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual                    Report on Form 10-KSB.

 

**Changes in Internal Control over Financial Reporting**

 

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2007, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

**PART III**

 

**ITEM 13. EXHIBITS**

 

 

| **Exhibit**

**Number** |   |  

**Title of Document**                                                                                                  |   |  

**Location**                                              |
|-------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------|
|                    |   |                                                                                                                           |   |                                                              |
| **Item 3**              |   | **Articles of Incorporation and Bylaws**                                                                                       |   |                                                              |
|                    |   |                                                                                                                           |   |                                                              |
| 3.1                     |   | Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on March 20, 1972           |   | Filed with Form S-1 Registration Statement filed December 1, 1992 |
|                    |   |                                                                                                                           |   |                                                              |
| 3.2                     |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on May 8, 1972 |   | Filed with Form S-1 Registration Statement filed December 1, 1992 |
|                    |   |                                                                                                                           |   |                                                              |

 

 

3

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| 3.3    |   | Restatement of Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on June 19, 1975                |   | Filed with Form S-1 Registration Statement filed December 1, 1992                     |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.4    |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on February 4, 1980          |   | Filed with Form S-1 Registration Statement filed December 1, 1992                     |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.5    |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on March 17, 1981       |   | Filed with Form S-1 Registration Statement filed December 1, 1992                     |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.6    |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on January 27, 1982          |   | Filed with Form S-1 Registration Statement filed December 1, 1992                     |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.7    |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on November 22, 1982         |   | Filed with Form S-1 Registration Statement filed December 1, 1992                     |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.8    |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on October 30, 1985          |   | Filed with Form S-1 Registration Statement filed December 1, 1992                     |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.9    |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on October 30, 1986          |   | Filed with Form S-1 Registration Statement filed December 1, 1992                     |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.10   |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on December 28, 1992

  |   | Filed with Amendment No. 1 to Form S-1

Registration Statement filed February 8, 1993 |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.11   |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on February 7, 2000          |   | Filed with Form 10-K for the fiscal year ended

December 31, 1999                     |
|   |   |                                                                                                                                              |   |                                                                                  |
| 3.12   |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on June 14, 2000             |   | Filed with Form S-1 Registration Statement filed July 9, 2001                    |
|   |   |                                                                                                                                              |   |                                                                                  |

 

 

4

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| 3.13        |   | Amendment to Articles of Incorporation as filed with the Secretary of State of the Commonwealth of Pennsylvania on November 30, 2001 |   | Filed with Form 10-K for the fiscal year ended

December 31, 2001 |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------|
|        |   |                                                                                                                                      |   |                                                              |
| 3.14        |   | Amended and Restated Articles of Incorporation of BICO, Inc. as filed with the Secretary of State of the Commonwealth of Pennsylvania     |   | Filed with Form 8-K filed November 12, 2004                       |
|        |   |                                                                                                                                      |   |                                                              |
| 3.15        |   | Certificate of Designation of Series M Preferred Stock as filed with the Secretary of State of the Commonwealth of Pennsylvania           |   | Filed with Form 8-K filed November 12, 2004                       |
|        |   |                                                                                                                                      |   |                                                              |
| 3.16        |   | By-Laws of BICO                                                                                                                           |   | Filed with Form 8-K/A filed November 11, 2004                     |
|        |   |                                                                                                                                      |   |                                                              |
| 3.17        |   | Joint Second Amended Plan of Reorganization dated August 3, 2004                                                                          |   | Filed with Form 8-K filed November 12, 2004                       |
|        |   |                                                                                                                                      |   |                                                              |
| 3.18        |   | Order Approving Joint Second Amended Plan of Reorganization dated October 14, 2004                                                        |   | Filed with Form 8-K filed November 12, 2004                       |
|        |   |                                                                                                                                      |   |                                                              |
| 3.19        |   | Amended and Restated Certificate of Designation for Series M Preferred                                                                    |   | Filed with Form 8-K March 30, 2005                                |
|        |   |                                                                                                                                      |   |                                                              |
| 3.20        |   | By-Laws of MobiClear Inc. as amended on October 13, 2006                                                                                  |   | Filed with Form 10-KSB filed April 2, 2007                        |
|        |   |                                                                                                                                      |   |                                                              |
| 3.21        |   | Amendment to Articles of Incorporation as as filed with the Secretary of State of the Commonwealth of Pennsylvania                        |   | Filed with Form 8-K filed December 4, 2006                        |
|        |   |                                                                                                                                      |   |                                                              |
| **Item 10** |   | **Material Contracts**                                                                                                                    |   |                                                              |
|        |   |                                                                                                                                      |   |                                                              |
| 10.1        |   | Employment Agreement with Richard M. Greenwood dated October 1, 2004                                                                      |   | Filed with Form 10-KSB filed May 23, 2005                         |
|        |   |                                                                                                                                      |   |                                                              |
| 10.2        |   | Employment Agreement with Mark DiCamillo dated October 1, 2004                                                                            |   | Filed with Form 10-KSB filed May 23, 2005                         |
|        |   |                                                                                                                                      |   |                                                              |
| 10.3        |   | Policy Statement on Business Ethics and Conflicts of Interest                                                                             |   | Filed with Form 10-KSB filed May 23, 2005                         |
|        |   |                                                                                                                                      |   |                                                              |
| 10.4        |   | Settlement Agreement and Releases among the Company, former chairman and other officers and directors                                     |   | Filed with Form 8-K on April 4, 2005                              |
|        |   |                                                                                                                                      |   |                                                              |

 

 

5

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| 10.5        |   | Employment Agreement with Lim Wong dated January 1, 2007                                    |   | Filed with Form 10-KSB filed April 2, 2007 |
|-------------|--------|---------------------------------------------------------------------------------------------|--------|--------------------------------------------|
|        |   |                                                                                        |   |                                       |
| 10.6        |   | Employment Agreement with Anders Ericsson dated May 23, 2007                                |   | Filed with Form 8-K on June 14, 2007       |
|        |   |                                                                                        |   |                                       |
| 10.7        |   | Employment Agreement with Kenneth Telford dated March 16, 2008                              |   | Filed with Form 8-K on March 24, 2008      |
|        |   |                                                                                        |   |                                       |
| 10.8        |   | Letter Agreement between the Company and Simoun Ung dated December 1, 2007                  |   | Filed with Form 10-KSB on April 15, 2008   |
|        |   |                                                                                        |   |                                       |
| 10.9        |   | Amendment to Letter Agreement between the Company and Simoun Ung dated April 12, 2008  |   | Filed with Form 10-KSB on April 15, 2008   |
|        |   |                                                                                        |   |                                       |
| **Item 31** |   | **Rule 13a-14(a)/15d-14(a) Certifications**                                                 |   |                                       |
|        |   |                                                                                        |   |                                       |
| 31.1        |   | Certification of Chief Executive Officer under Section 302                                  |   | Filed herewith                             |
|        |   |                                                                                        |   |                                       |
| 31.2        |   | Certification of Chief Financial Officer and Principal Accounting Officer under Section 302 |   | Filed herewith                             |
|        |   |                                                                                        |   |                                       |
| **Item 32** |   | **Section 1350 Certifications**                                                             |   |                                       |
|        |   |                                                                                        |   |                                       |
| 32.1        |   | Certification of Chief Executive Officer Under Section 906                                  |   | Filed with Form 10-KSB on April 15, 2008   |
|        |   |                                                                                        |   |                                       |
| 32.2        |   | Certification of Chief Financial Officer and Principal Accounting Officer under Section 906 |   | Filed with Form 10-KSB on April 15, 2008   |

_______________

| * | The number preceding the decimal indicates the applicable SEC reference number in Item 601, and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed with the SEC as exhibits to previous filings, but no longer required. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|               | Registrant      |
|--------------------|-----------------|
|               |            |   |
|               | MobiClear, Inc. |
|               |            |   |
|               |            |   |
| Date: May 22, 2008 | By:             | /s/ Stephen Cutler |
|               |            | Stephen Cutler, President and |
|               |            | Chief Executive Officer |
|               |            |   |
|               |            |   |
| Date: May 22, 2008 | By:             | /s/ Kenneth G.C. Telford |
|               |            | Kenneth G.C. Telford |
|               |            | Chief Financial Officer |

 

 

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