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, 2008  ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________ to ____________  Commission file number 000-52258  IVECON CORPORATION (Name of small business issuer in its charter)  Delaware                                     59-3681572 (State or other jurisdiction of                   (I.R.S. Employer incorporation or organization)                  Identification No.)  5113 Central Avenue, St. Petersburg, Florida    33710 (Address of principal executive offices)               (Zip Code)  Issuer's telephone number: 727-410-5858  Securities registered under Section 12(b) of the Exchange Act:  Title of each class          Name of each exchange on which registered  None  Securities registered under Section 12(g) of the Exchange Act:  Common Stock (Title of class)  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes (  )  No (x)  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes (x) No (  )  Indicate by check mark Check 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 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 (_).  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of  Link to Table of Contents  this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes (  )  No (x).  Indicate by check mark if disclosure  of  delinquent  filers in response to Item 405 of  Regulation  S-K is not contained  herein, and will not 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 (_).  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 definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  [ ]Accelerated filer  [ ]Non-accelerated filer  [ ]
(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 Exchange Act. Yes (_) No (X)  State 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 sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently competed second fiscal quarter:  $0.00 based on the average high ($0.00) and low ($0.00) price as of December 31, 2008, of $0.00 per share average.  Note:  If  determining  whether a person is an  affiliate  will  involve an unreasonable  effort and expense,  the issuer may calculate the aggregate market value of the common  equity held by  non-affiliates  on the basis of  reasonable assumptions, if the assumptions are stated.  State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,350,000 shares of Common Stock as of March 29, 2009.  DOCUMENTS INCORPORATED BY REFERENCE  None                          2    Link to Table of Contents  IVECON CORPORATION  ANNUAL REPORT ON FORM 10-K Fiscal Year Ended December 31, 2008  TABLE OF CONTENTS    PagePART IItem 1. Business4Item 1A. Risk Factors10Item 1B. Unresolved Staff Comments10Item 2. Properties10Item 3. Legal Proceedings10Item 4. Submission of Matters to a Vote of Securities Holders10PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11Item 6. Selected Financial Data11Item 7. Managements Discussion and analysis of Financial Condition and Results of Operations11Item 7A. Quantitative and Qualitative Disclosures About Market Risk13Item 8. Financial Statements and Supplementary Data13Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure13Item 9A(T). Controls and Procedures13Item 9B. Other Information14PART IIIItem 10. Directors, Executive Officers and Corporate Governance14Item 11. Executive Compensation16Item 12. Security Ownership of Certain Beneficial Owners and Management17Item 13. Certain Relationships and Related Transactions, and Director Independence17Item 14. Principal Accountant Fees and Services17PART IVItem 15. Exhibits and Financial Statement Schedules18Signatures19Index to Financial Statements20                   3    Link to Table of Contents   Special Note Regarding Forward Looking Statements.  This annual report on Form 10-K of Ivecon Corporation for the year ended December 31, 2008 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.  The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.  You should not rely on forward-looking statements in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Ivecon Corporation. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:  (a) an abrupt economic change resulting in an unexpected downturn in demand; (b) governmental restrictions or excessive taxes on our products; (c) over-abundance of companies supplying computer products and services; (d) economic resources to support the retail promotion of new products and services; (e) expansion plans, access to potential clients, and advances in technology; and (f) lack of working capital that could hinder the promotion and distribution of products and services to a broader based business and retail population.   PART I    Item 1.  Business.  Business Development We were incorporated as Ivecon Corporation on September 11, 2000, under the laws of the State of Delaware. Since inception, we have engaged in research and development of a secure, point-to-point instant messaging software to be distributed business to business as well as retail. The firm will specialize in areas of Sales, Marketing, and Distribution within the software manufacturing and sales industry. We are currently establishing a full service source for sales, marketing, promotion, and distribution management for key accounts. Our experience is diversified through the backgrounds of its officers and directors and we believe that the consolidation of this experience will allow us to complete the research and development of our product and begin distribution. In the past two years, the Company has remained minimally active due to the lack of funds. Now that the Company believes that it can raise the necessary capital to increase activity, it has decided to register shares of stock for sale to capitalize the company to become a fully operational company. The ability to offer the software product, service, and expertise will provide "value-added" benefits to world-class users of secure point-to-point instant messaging seeking a better product beyond just the one with the best price.    4    Link to Table of Contents  Our Business (1) Principal Products or Services and Their Markets Ivecon is a secure (encrypted) instant messenger with integrated desktop search, media center, and commerce system. It need not be installed on a computer, it can run from a portable drive, CD, or Flash memory device. From a trade show you could walk up to a computer and within seconds have your entire messaging system at your fingertips. You could place a free voice (Voice over IP) call to your spouse, order a pizza to be sent to your brother in college, buy a birthday gift for a family member (all without needing your credit card), flip on the porch light at your house, or Instant MoneyTM $50.00 to a friend. You can check out your own customized headlines (RSS aggregator), look at a folder on your hard drive at home, work or any other location, even broadcast your own anonymous weekly radio show remotely, spinning records coming from MP3s on your hard drive and taking phone calls with VoIP. You can forward your phone calls to your instant messenger, forward your instant messages to your cell phone, or check the messages left on your home telephone answering machine, all with an interface easy enough for a total novice to master within minutes. Most importantly, all of this is done within a secure shell using encryption suitable for a nuclear submarine. So, in the above scenario, when you walk away from the trade show PC, all your information, though already encrypted, is triple wiped from the hard drive. All communications within the Ivecon system are secured using any form of encryption you choose, from DES to 44-bit Blowfish, to any custom military-grade encryption using an open source plug-n system. Ivecon is a contraction of the words I have control.  Ivecon is built around an open source encryption engine. Buttons within the preference section of Ivecon allow the downloading of various encryption DLL's of varying strength, from average to military grade. To comply with legal restrictions, some of these DLLs will originate and be available from countries outside the United States.  Once downloaded and installed anyone can use Ivecon to communicate through a secure channel with anyone else. This could be for sending a love-letter to your spouse, or your credit card information to a web retailer, all using the encryption type you are most comfortable with. Ivecon is also a portal to control your environment, your communication, and your information, functionality becoming more important than the web browser itself. Ivecon software is thinware and easily downloaded in minutes even on the slowest connections. The interface is designed to be pleasing and simple enough for a computer user of any ability to have full command of their environment. Ivecons target market ranges from the young to the elderly, novice to expert. More specifically, Ivecon target market will undoubtedly begin with higher end computer users with to-date machines. The reason for this is that the user machine will be more beneficial for distributed networking applications, they probably have more disposable income, probably have a computer related job, and are likely more security conscious. (2) Distribution Methods of the Services The primary delivery of products and services is through land-based delivery from our home office location in St. Petersburg, Florida.  We will try to drop ship directly from the manufacturer to the clients location via United States Postal Service in disk protected mailers. With the implementation of our expansion upon funding, we will hire three key people to service our current and new clients.  Each rep will cover a geographical area dividing the United States into three (3) segments.  Our account managers will be responsible for business development in their specific area.  We will supply the reps with laptop computers and the appropriate software to down/upload data and information throughout the business day.  Orders will come in to the central office and will be sent to the appropriate manufacturer for completion.  The completed work product will be drop-shipped direct to the customer using land-based services. (3) Status of Any Publicly Announced New Product or Service. We believe that we have developed a unique product that would make us stand above our competition. Our product provides capabilities that are not currently available on competitors software. We have not made our product available in the marketplace while we continue to develop and refine its capabilities.  While the Internet has provided a new tool for advertising and customer interface, there has been no significant change in the services we will provide. We will be utilizing the Internet as a mainstay of our future advertising and support for our sales representatives.  5    Link to Table of Contents  (4) Our Competition ICQ, AIM, MSM are 1st generation messengers successful today because they were first on the scene. ICQ hasnt changed since AOL bought it. Competitors lack two things; a specific need to change IMs, and useful utility other than messaging. With Ivecon, the concept of a secure instant messenger as the hub, the portability and interconnectivity between phone and web is the spoke, the utility of controlling your environment and secure shopping is the wheel. Where the wheel hits the road is where the money is, and Ivecon is that road. Both instant messaging and encryption are protected from casual competition through high entry and exit barriers. Both industries separately lack any type of profit model other than ads or direct sales. This leaves limited growth. Unique or distinctive customer benefits must be generated and supported by hard-to-copy core competencies. Ivecon is rife with customer benefits, and several barriers to entry. Ivecon has a sustainable competitive edge supported by core competencies in a growing market. The Ivecon interface is designed with Macromedia Flash integrated with a Visual C undercarriage. Flash graphics are a product of vector math rather than bitmap pictures. Rather than bogging down the computer with 2 megabyte of pictures for the interface, Ivecon has compartmented Flash interface groups that take up about 50k. Rather than using a work around to stretch or contract pictures depending on the users screen resolution (and eating precious memory) we allow Flash to flow into whatever space is available. Using Flash as an interface gives Ivecon several other key benefits. Because the interface is separate and independent of the application, it creates an essentially bug free graphical environment, something that is nearly impossible with raster interfaces. But more importantly, it gives the Flash artist and GUI team full control over the design of the program without concern of the programming. Due to the open source, royalty free* license on the Flash player, we are able to rewrite and customize the player to suit any needs we have. * http://www.macromedia.com/software/flash/open/licensing/sourcecode/. 3.2    Object Code License.
Commercial Use. Pursuant to this Agreement and during the Term, Macromedia hereby grants a non-exclusive, worldwide, revocable license to use, reproduce, have reproduced, market, license, sublicense and distribute object code versions only of the Certified Ported Flash Player, solely in connection with, and together with, Licensee Product. Any sublicense to an OEM shall include terms no less restrictive than those set forth in Section 3 of this Agreement and Licensee shall cause OEM to preserve or provide, as applicable, the Consideration (as defined herein) outlined in Sections 6.1 - 6.5 to Macromedia.
Ivecon is a licensed Flash Player Developer and Larry Larsen is a member of the Macromedia evangelist program.
Pulver.com has labeled 64 companies as being in the Instant Messaging space. 57 in North American with 27 public, 36  private and one is open source.
Individually, our products have much competition. This compilation is the short list of what is on the radar. (note: Ivecon keeps detailed Competitive Information Analysis reports on even obscure competition.) Competition feature for feature does exist on any scale for Ivecon, but alliances could be made within competing companies that could impact reach. Our core features are stronger than the individual pieces of any alliance, it would be more cost effective to buy Ivecon than try to compete with an inferior product.MESSAGING COMPETITORSPRODUCT: Instantme
http://www.novell.com/products/instantme
OWNER: Novell
CATEGORY: Secure Networking
WHY THEY ARE A THREAT: Used in combination with AOLs AIM, it allows encrypted transfer and digital certificates.
WHAT TO WATCH: Business model changes and corporate adoption.
WHAT CAN WE LEARN FROM THEM: It is imperative to businesses to have secure messaging. Corporations will pay a premium for secure systems.
THEIR ADVANTAGE: Large customer base.
OUR ADVANTAGE: This is a product geared towards the corporate market. While it will cause competition in the corporate market, our integration with a companys intranet and custom encryption plug-ins will be a superior defense. For the consumer market, competition is virtually non-existent.  6    Link to Table of Contents   PRODUCT: ZIXMAIL
http://www.zixmail.com
http://www.securedelivery.com/overview.html
DESCRIPTION:
A secure document delivery, private email, and message tracking service that enables Internet users worldwide to easily send encrypted and digitally signed communications using their existing email systems and addresses, regardless of whether the recipients use ZixMail. Messages sent to non-ZixMail users are delivered via SecureDelivery.comTM. ZixIt Home
CATEGORY: Encrypted Mail
WHY THEY ARE A THREAT: Struck a deal with Yahoo to provide encrypted mail.
WHAT TO WATCH: Need to watch how Yahoo positions this.
WHAT CAN WE LEARN FROM THEM: There is a market for secured messaging. That encryption has to be easy to use to be widely accepted.
THEIR ADVANTAGE: Visibility with Yahoo.
OUR ADVANTAGE: Security is very poor. Doesnt encrypt message until it is sent to a ZixMail server. Only as secure as a browser. Encryption isnt selectable or open source. Business model is to charge $1 per month. This assures limited market, limited growth, and minimal income.PRODUCT: ICQ
http://www.icq.com
OWNER: AOL
CATEGORY: Instant Messenger
WHY THEY ARE A THREAT: A huge install base.
WHAT TO WATCH: ICQ recently incorporated a mid-range phone system and provides
WHAT CAN WE LEARN FROM THEM: 72 million users doesnt get you very far when you havent figured out a business model.
THEIR ADVANTAGE: An incredible install base, AOL ties, and unlimited money from other sources.
OUR ADVANTAGE: ICQ cannot compete with a strong encryption product due to AOL/Netscape/NSA agreements. ICQ has been slow to change and resists innovation even when faced with competition. Popup window provides a cumbersome interface for new features. GUI is 1st generation and allows limited feature growth.PRODUCT: AIM
http://www.aol.com
OWNER: AOL
CATEGORY: Instant Messenger
WHY THEY ARE A THREAT: Large install base. AOL.
WHAT TO WATCH: Positioning of AIM product, new features.
WHAT CAN WE LEARN FROM THEM: Even with a bad interface, instant messaging is a hit and can be marketed towards novice users.
THEIR ADVANTAGE: Product gets installed with about every Internet standard program. Millions of CD-ROMs floating around doesnt hurt either. Unlimited money for research could be a problem, but innovation hasnt prevailed in the past with this product.
OUR ADVANTAGE: AOL counter-culture grows daily. 1st generation interface. AOL cannot compete with an strong encryption product due to agreements with the NSA. Popup interface and systray limitation provide for little feature growth.  7    Link to Table of Contents   PRODUCT: YAHOO
http://www.yahoo.com
CATEGORY: IM  Encrypted webmail
WHY THEY ARE A THREAT: Slowly catching on to the publics cry for encryption. In the past Yahoo has had a strong push towards shopping, Ivecons success will most certainly trigger a response. Patents should be created on any possible feature of commerce tied to IM before public release to prevent competition from Yahoo. Marketing defense against this is the Ivecon encryption system.
WHAT TO WATCH: Feature additions, integration with shopping.
WHAT CAN WE LEARN FROM THEM: Even if you lay low with a mid-range instant messenger, you can pick up 8 million users.
THEIR ADVANTAGE: Huge user base.
OUR ADVANTAGE: Yahoo doesnt market the product strongly. Ivecon is a better product built on a strong encryption sub-system and a much wider range of utility. Encryption is not provided for Yahoos IM product.PRODUCT: MSM
http://www.microsoft.com
OWNER: Microsoft
CATEGORY: Instant Messenger
WHY THEY ARE A THREAT: Dont under-estimate MS.
WHAT TO WATCH: Shopping integration. Audio/Video call integration. Marketing and target market definition.
WHAT CAN WE LEARN FROM THEM: It pays to own the OS.
THEIR ADVANTAGE: Unlimited resources of every kind.
OUR ADVANTAGE: Microsofts record has been to absorb a company rather than to compete. Our integration with the Microsoft Cordless Phone Answering System and the Microsoft Sidewinder Voice would make Ivecon a greater asset than competitor. Microsoft cannot compete with a strong encryption product due to agreements with the NSA. Bureaucracy of Microsoft prevents swift feature integration and direction change.PRODUCT:
OWNER: Sigaba
http://www.sigaba.com/
CATEGORY: Secure Communications
WHY THEY ARE A THREAT: Provides a secure network connection for email communication and commerce transactions.
WHAT TO WATCH: Business model, strategic alliances. Any future push towards IM.
WHAT CAN WE LEARN FROM THEM: There is vast potential growth for secure messaging products within business environments.
THEIR ADVANTAGE: A secure network to base future growth on.
OUR ADVANTAGE: No business model for consumer use. Symmetric key system is inferior to Ivecons open source plug-in system. Doesnt support instant messaging.
DISTRIBUTED NETWORKING COMPETITORS  (5) Sources and Availability of Raw Materials We provide products and services and, as a result, we have to maintain relationships with our suppliers however we will not necessarily have any concern with raw materials or specific suppliers. We will be dependent on good programmers and account managers. The availability of account managers with the education and experience we need does not seem to be critical at this time. The relationships we have developed with other firms and suppliers have resulted in the ability for us to have a large pool from which to choose our account managers. At this time we do not see a critical dependence on any supplier(s) that could adversely effect our operations. (6) Dependence on Limited Customers Ivecon believes a small number of web retailers will be responsible for the bulk of web sales in the foreseeable future. Ivecon will host a handful (4-8) of qualified eCommerce web retailers, facilitating ease of shopping and transference of encrypted billing information. These eCommerce sites must have a reputable Internet commerce background, and meet a minimum criteria:  8    Link to Table of Contents  1. Must provide an eCommerce site that is liquid in design to scale to any size window. 2. Must use Ivecon's public ring secure encryption system. 3. Must have 24-hour order processing. 4. Must have 24-hour online chat support. 5. Free 2-day delivery on orders over $50 encouraged. 6. Must have next day delivery available. 7. Consistent return policy between stores. 8. Encourage commerce stores to make new products available on the Ivecon system either exclusively or earlier than on their corresponding website. 9. Desired commerce types (one of each): a. Grocery retailer - Web Van, Kozmo, Publix b. Household products - Target, Walmart c. Clothing - Old Navy, Gap, Banana Republic d. Food delivery - Pizza Hut, Papa John's e. Office - Staples, Office Depot f. General - Amazon, Buy.com g. Entertainment Delivery  Blockbuster  The biggest benefit to the retailer is the opportunity to go from being a proactive function of opening a browser and inserting their URL, to being an inch away from millions of mouse pointers for users that will most likely run our software 24 hours a day. Couple this with the peace of mind of ultra-secure commerce, embedded 2-click shopping, and free advertising in the demographics of your choice within thousands of radio programs. For utility, it is important to provide a wide range of generic products high recurring sales rates. Repeated use, especially after the ease of use is established, will encourage a constant and increasing churn of revenue. The limited number of stores will increase real estate value of the licensees. Stores should not include anything you would not drive to in the typical week of shopping. To become part of the Ivecon aggregate and utilize the secure encryption system, ecommerce sites pay Ivecon 2% of sales. Sales are tracked by our public key commerce exchange module (PKCEM), and invoices are tallied quarterly. This is a no-risk decision for the merchant as no payments are accrued until a sale has been made. Stores appearing in Ivecon software are totally in our control and a non-paying commerce client could be switched out with a new commerce client within minutes. For promotion, a portion Ivecon profits for all sales can be distributed to anyone running our Flopping client. During the holidays, Ivecon can escrow 1⁄2 of profits from total ecommerce sales and distribute it equally to all Ivecon users. This encourages people, whether they use the commerce model or not, to encourage other people to shop using Ivecon. As with any disbursement from Ivecon, the funds may always be distributed to a charity. (7)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts At the present time we do not own or have any domain names, patents, trademarks, licenses (other than the usual business license), franchises, concessions, royalty agreements or labor contracts.  However, in the future, our success may depend in part upon our ability to preserve our trade secrets, obtain and maintain patent protection for our technologies, products and processes, and operate without infringing upon the proprietary rights of other parties. However, we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable. Although we may take action to protect our unpatented trade secrets and our proprietary information, in part, by the use of confidentiality agreements with our employees, consultants and certain of our contractors, we cannot guarantee that: 1. these agreements will not be breached; 2. we would have adequate remedies for any breach; or 3. our proprietary trade secrets and know-how will not otherwise become known or be independently developed or discovered by competitors.  We cannot guarantee that our actions will be sufficient to prevent imitation or duplication of either our products and services by others or prevent others from claiming violations of their trade secrets and proprietary rights.  9    Link to Table of Contents  (8)  Need for Government Approval of Principal Products or Services None of the services we offer require specific government approval. (9)  Government Regulation As a software development and manufacturing company, we are subject to a limited variety of local, state, and federal regulations. While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur. We are subject to federal, state and local laws and regulations applied to businesses, such as payroll taxes on the state and federal levels. In general, our computer activities are subject to local business licensing requirements. Internet access and online services are not subject to direct regulation in the United States. Changes in the laws and regulations relating to the telecommunications and media industry, however, could impact our business. For example, the Federal Communications Commission could begin to regulate the Internet and online services industry, which could result in increased costs for us. The laws and regulations applicable to the Internet and to our services are evolving and unclear and could damage our business. There are currently few laws or regulations directly applicable to access to, or commerce on, the Internet. Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted, covering issues such as user privacy, defamation, pricing, taxation, content regulation, quality of products and services, and intellectual property ownership and infringement. Such legislation could expose us to substantial liability as well as dampen the growth in use of the Internet, decrease the acceptance of the Internet as a communications and commercial medium, or require us to incur significant expenses in complying with any new regulations. (10) Research and Development During Last Two Fiscal Years During the last two fiscal years no money was spent on research and development of our product. We have, however, spent minimal monies on Internet research and development. (11) Cost and Effects of Compliance with Environmental Laws We are not subject to any federal, state or local environmental laws.  Due to the nature of our product we do not foresee any potential regulations that will impact our operations. (12)  Our Employees As of September 30, 2006, we had three part time employees.  As our President, Mr. Jay Solomon currently provides his time as an employee, paid on an irregular basis. Mr. Solomon currently provides the strategic direction and the necessary labor to support the operation. Our other key employees Lawrence D. Larsen, Lance Larsen and Serguei Tevs provide their time on an as needed, unpaid basis.  Mr. Solomon is not receiving pay or other stock benefits for his performance. We have no consulting contracts with anyone to provide services to the company.  Item 1A. Risk Factors.  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.   Item 1B. Unresolved Staff Comments  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.   Item 2.  Properties.  None   Item 3.  Legal Proceedings.  None  10    Link to Table of Contents    Item 4.  Submission of Matters to a Vote of Security Holders.  None        Part II   Item 5.  Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.  The Companys common stock is listed on the Over-the-Counter Bulletin Board under the symbol IVEO.OB.  There has never been any volume or trading in our stock.  Recent Sales of the Companys Unregistered Securities.  None  Holders of Common Stock  As of March 26, 2009 the number of holders of record of shares of common stock, excluding the number of beneficial owners whose securities are held in street name was approximately 36.  Dividend Policy  The Company will not pay any cash dividends on its common stock in 2009 because it intends to retain its earnings to finance the expansion of its business. Thereafter, declaration of dividends will be determined by the Board of Directors in light of conditions then existing, including without limitation the Company's financial condition, capital requirements and business condition.  Securities Authorized For Issuance Under Equity Compensation Plans  Not Applicable.   Item 6. Selected Financial Data  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.   Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations  The following management's discussion, analysis of financial condition, and plan of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus. Plan of Operation General Since our inception on September 11, 2000 the Company has been in the development of a secure point-to-point instant messaging software.  For the initial three (3) years considerable time was spent on the actual coding of our program. When the Company ran out of funds it became minimally operational while a strategic plan for funding and operations was being developed. Presently our President, Jay D. Solomon, provides the necessary labor to the company  11    Link to Table of Contents  developing the strategic financial and operational plan of operation. He has been developing his financial and business skills since he began practicing as a C.P.A. (over twenty five years) to provide leadership for the company when we have the necessary capital. The Company has also begun constructing, developing and maintaining websites in order to generate additional revenue while finalizing the instant messaging software and making it available to the public. Employees We intend to hire three (3) managers within one month of receiving additional funding. Our employees will be those individuals that we have named as our key personnel who are currently assisting the company on an unpaid basis.  They are Lawrence D. Larsen, Lance Larsen and Serguei Tevs. With their programming and business experience we believe we will be able to develop an appropriate sales force through their personal and professional contacts. We are continuing to research the types of individuals, salary ranges and benefit programs we will need to put in place to attract personnel that can produce results. Outside of our key employees we believe that we will need to augment our staff with a general accounting person to coordinate accounts payable and receivables as well as our general ledger.  A receptionist/secretary will be hired to handle and distribute incoming inquires for sales and general inquires. It is our intention to utilize computerization where possible to eliminate the need for a staff person. This specifically applies to our incoming calls for service of equipment as well as directing non-sales inquiries directly to the person called. Liquidity and Capital Resources Our cash increased to $2,038 as of December 31, 2008 compared to $1,393 as of December 31, 2007. This increase is due mostly to the loans to the Company made by one of its shareholders and also as a result of an increase in revenue. The cash used in operating activities during the period ended December 31, 2008 was less than the cash used during the period ended December 31, 2007 by $7,862. Gross profit from sales increased by $1,700 compared to the same period in the prior year. Operating expenses decreased by $9,744 during the same period in large part due to decreased legal, accounting and other fees related to the costs of filing the registration statement and periodic reporting to the Securities and Exchange Commission. Our Plan of Operation for the next twelve months is to raise capital to implement our strategy. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months. We anticipate that we will use the funds raised in this offering and revenues generated to fund the hiring of employees, equipment purchases, office improvements, and marketing activities and working capital. Our failure to market and promote our services will harm our business and future financial performance. If we are unable to commence our operations within the next twelve months, we will likely fail to increase our revenues. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever. None of our officers or directors is obligated to pay for our expenses. Moreover, only one (1) of our officers or directors has specifically agreed to pay our expenses should we need such assistance, our President Jay D. Solomon. The implementation of our business strategy is estimated to take approximately twelve (12) months. Once we are able to secure funding, implementation will begin immediately. We anticipate 30 days to be in a stage of full operational activity to gain clients. The major parts of the strategy that are to be immediately implemented will be the human resource procurement, sales and marketing and office equipment. We will compete with national manufacturers and distributors. Once our website is operational, however, we will also compete with other Internet-based companies and businesses that have developed and are in the process of developing competing websites. We cannot guarantee that other websites or functionally similar services have not been developed or are not in development. Many of these Internet-based competitors have greater financial and other resources, and more experience in research and development, than we have. We plan to design our website to allow current and potential clients to ask our account managers introductory questions via e-mail. We believe that interchange will allow  12    Link to Table of Contents  us to tailor our services to each particular client.  We do not expect to have this website operational until we secure additional capital. However, as of the date of this prospectus, our website has not moved beyond the mere discussion phase as we currently lack the necessary funds to begin development of our website. We do believe that it can be fully operational within thirty days after securing funds. We will use one of our key people who will design and maintain our website and provide continual updates to our site with the most current information for our potential clients. Assuming our proposed website becomes operational, we expect to next focus on expanding the scope of our Internet presence. We hope to achieve such expansion by registering with major search engines with the goal of placing our website at the top of search results. This typically requires pre-funding with certain search engines. We do not currently have adequate financial resources to conduct such registration.  Expected purchases or sale of plant and significant equipment We do anticipate purchases of significant computer equipment.  In addition other general office supplies and general office equipment will be made should we raise sufficient funds to purchase such equipment. The computer equipment we anticipate purchasing will include multiple servers as well as a networked system for our four (4) key personnel. Off-Balance Sheet Arrangements We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Results of Operations and Critical Accounting Policies and Estimates  The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States.  The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements.  The Companys accounting policies are more fully described in Note B to Notes of Financial Statements found in the Companys annual financial statements filed with Form 10-K. 2008 Compared to 2007  Total revenues as of December 31, 2008 were $3,450 compared to 2007 revenue for the same period of $1,750, respectively.  Our general and administrative expenses for 2008 decreased to $11,003 compared to $20,747 for 2007.  This decrease was related to decreased legal, accounting and other fees related to the costs of periodic reporting to the Securities and Exchange Commission. We expect to increase our revenues in future construction, developing and maintenance of websites.    Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.  Item 8.  Financial Statements and Supplementary Data.  Our financial statements are contained herein commencing on page F-1, which appear at the end of this annual report.   Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.  None.    13    Link to Table of Contents  Item 9A(T). Controls and Procedures.  (a)   Managements Annual Report on Internal Control Over Financial Reporting.  The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed under the supervision of the Companys Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  With respect to the fiscal year ending December 31, 2008, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our evaluation regarding the fiscal year ending December 31, 2008, the Companys management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its internal controls over financial reporting were not effective due to the Companys limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.  The Companys disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, the Companys management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error 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 benefit 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.  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 managements report in this Annual Report.  (b) Changes in Internal Controls.  There have been no changes in the Companys internal control over financial reporting during the period ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.   Item 9B.  Other Information.  None.  PART III.   Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.  Directors and Executive Officers The names and ages of our directors and executive officers are set forth below. Our By-Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.  14    Link to Table of Contents  Table 3.0 Directors and Executive Officers NameAgePositionJay D. Solomon52President, Chairman of the Board of Directors (1)John A. Ziegler58Treasurer/Director (2)Maurcio D'Leon33Secretary/Director (3)(1) Mr. Solomon was an officer of a reporting company, MCG Diversified, Inc.  He resigned his position on June 7, 2004.(2) This is the first Directorship of a reporting company held by Mr. Ziegler.(3) This is the first Directorship of a reporting company held by Mr. D'Leon.  Background of Executive Officers and Directors - Jay D. Solomon has served as our President/Chairman of the Board of Directors since January 1, 2004. Mr. Solomon holds a B.A. degree from University of South Florida in Accounting. He sat and passed all four (4) parts of C.P.A. Exam in 1986. His current Memberships/Affiliations include the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Since 09/93 when he became a partner in Godels & Solomon, L.C., C.P.A.s he has continued as a managing partner in Godels Solomon Barber & Company, LLC ("GSBC") as well as developed the strategic and operational plan for Ivecon.  His focus is "Traditional" (audit, accounting, estate & tax) and "nontraditional" (forecasts, projections, start-ups, obtaining business financing, cash flow management services) services.  His emphasis is on clients in the healthcare industry, dental industry, and resident owned mobile home park cooperatives for which he provides audit and ancillary services. However, he also provides these services, intermittently to clients in real estate, franchised fast food restaurants, marketing/distribution, automotive industry, retail, and a variety of other professional service businesses (law, architecture, mortuary services, etc.).  Mr. Solomon was the Treasurer and a Director of MCG Diversified, Inc. a reporting company with the S.E.C.  He began his positions at MCG in January 2001 and resigned on June 7, 2004.  Mr. Solomon was an integral part of the Board of Directors that constructed the acquisition of Electro Energy through a wholly-owned subsidiary of MCG. - John A. Ziegler has been in the manufacturing arena for the past 35 years. He is a Mold Maker by trade. He became a CNC programmer and eventually managed several manufacturing facilities with duties including programming, DNC Communication, process planning, & shop floor control. He then entered sales in the manufacturing industry & started his own company, Cimtek, which was in operations from May 1995 through December 2005 and was located in St. Petersburg, Florida, selling, supporting, & training of Cad/Cam systems. Currently, John is in the sales department and provides support for ISCAR, which is a dynamic full line supplier of precision carbide metal working tools, producing a wide range of carbide inserts, carbide end mills and cutting tools covering most metal cutting applications. ISCAR also provides metal working solutions in both engineering and manufacturing to major industries throughout the world. - Mauricio D'Leon is the current owner of Definitive Network Services, Inc., a computer consulting company which also specializes in computer maintenance and repairs and which began operations in October 2005 and is located in St. Petersburg, Florida. Its client base includes hotels and professional employer organizations. For the previous four years Mauricio was the network administrator for Contracted Services, Inc., a computer consulting company located in St. Petersburg, Florida. Prior to that Mauricio worked for Pixel Graphics as the acting IT Director for the Tampa Bay Buccaneers, a member of the National Football League. AUDIT COMMITTEE We do not have an audit committee that is comprised of any independent director. As a company with less than $250,000 in revenue we rely on our President Jay D. Solomon for our audit committee financial expert as defined in Item 401(e) of Regulation S-B promulgated under the Securities Act. Our Board of Directors acts as our audit committee. The Board has determined that the relationship of Mr. Solomon as both our company President and our audit committee financial expert is not detrimental to the Company. Mr. Solomon has a complete understanding of GAAP and financial statements; the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves in a fair and impartial manner; has experience analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to or exceed the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuers financial statements; an understanding of internal control over financial reporting; and an understanding of  15    Link to Table of Contents  audit committee functions. Mr. Solomon has gained this expertise through his formal education and experience as our President for four (4) years and as a certified public accountant with over twenty (20) years experience. He has specific experience coordinating the financials of the company with public accountants with respect to the preparation, auditing or evaluation of the companys financial statements. Section 16(a) Beneficial Ownership Reporting Compliance  Under the securities laws of the United States, the Companys directors, executive officers, and any persons holding more than five percent of the Companys Common Stock are required to report their initial ownership of the Companys Common Stock and any subsequent changes in their ownership to the Securities and Exchange Commission (SEC). Specific due dates have been established by the SEC, and the Company is required to disclose in this Information Statement any failure to file by those dates. Based upon (i) the copies of Section 16(a) reports that the Company received from such persons for their 2008 fiscal year transactions, the Company believes that there has been compliance with all Section 16(a) filing requirements applicable to such officers, directors, and five-percent beneficial owners for such fiscal year except that our officers and directors have not all yet filed their respective Forms 3.  The Company expects that such individuals will have the Forms 3 filed within the next several days and certainly before any trading of the Companys stock occurs.  Code of Ethics  We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics will be provided to any person without charge, upon request.   Item 11. Executive Compensation.  The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the most highly compensated employees and/or executive officers who served at the end of the fiscal years December 31, 2008 and 2007, and whose salary and bonus exceeded $100,000 for the fiscal years ended December 31, 2008 and 2007, for services rendered in all capacities to us. The listed individuals shall be hereinafter referred to as the Named Executive Officers. Table 4.0 Summary Compensation Long-Term CompensationAnnual CompensationAwardsPayouts(a)(b)(c)(d)(e)(f)(g)(h)(i)Name and principal positionYearSalary ($)Bonus ($)Other Annual Compen-
sation ($)Restricted Stock Award(s) ($)Securities Underlying Options/ SARs (#)LTIP Payouts ($)All Other Compensa-tion($)Jay D. Solomon (1), President, Chairman of the Board of Directors2008-0--0--0--0--0--0--0-2007-0--0--0--0--0--0--0-John A. Ziegler (2), Treasurer/Director2008-0--0--0--0--0--0--0-2007-0--0--0--0--0--0--0-Mauricio D'Leon (3), Secretary/Director2008-0--0--0--0--0--0--0-2007-0--0--0--0--0--0--0-(1) There is no employment contract with Mr. Solomon at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.(2) There is no employment contract with Mr. Ziegler at this time.  Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.(3) There is no employment contract with Mr. D'Leon at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.  16    Link to Table of Contents      Additional Compensation of Directors All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained. Board of Directors and Committees Currently, our Board of Directors consists of Mr. Jay D. Solomon, John A. Ziegler and Mauricio D'Leon. We are not actively seeking additional board members. At present, the Board of Directors has not established any committees. Employment Agreements Currently, we have no written employment agreements with any of our Directors or Officers.   Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.  The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of March 30, 2008, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Table 5.0 Beneficial Ownership Amount and Nature of Beneficial OwnershipPercent of Class (1)Title of ClassName and Address of Beneficial OwnerBefore OfferingAfter OfferingBefore OfferingAfter OfferingCommon
StockJay D. Solomon (1)
3593 23rd Avenue North, St. Petersburg, FL 337131,000,0001,000,00074.07%74.07%Common
StockJohn A. Ziegler
4626 5th Street South, St. Petersburg, FL 3370510,00010,0000.74%0.74%Common
StockMauricio D'Leon
12326 Montara Dr.,
Largo, FL 3377310,00010,0000.74%0.74%Common
StockAll Executive Officers and Directors as a Group (1)1,030,0001,030,00076.29%76.29%(1) The percentages are based on an Offering total of 1,350,000 shares of common stock issued and outstanding as of the date of this prospectus and assumes no sale of the 1,350,000 shares of our selling security holders' shares.    Item 13.  Certain Relationships and Related Transactions, and Director Independence.  To the best of our knowledge there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors or an affiliated company.  Item 14. Principal Accountant Fees and Services  17    Link to Table of Contents   Audit Fees  The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant, Randall N. Drake, C.P.A., P.A. for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's quarterly reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was $3,000.  Audit-Related Fees  The aggregate fees billed in each of the last two fiscal years for assurance and related services by Randall N. Drake, C.P.A., P.A. that are reasonably related to the  performance  of the  audit  or  review  of  the  registrant's  financial statements  and are not reported  under the caption  "Audit Fees" was $0.  The nature of the services comprising the fees disclosed under this category was:  N/A.  Tax Fees  The aggregate fees billed in each of the last two fiscal years for professional services rendered by Randall N. Drake, C.P.A., P.A. for tax compliance, tax advice, and tax planning was $ 0.  All Other Fees,  The aggregate fees billed in each of the last two fiscal years for products and services provided by Randall N. Drake, C.P.A., P.A., other than the services reported above were $0 in paragraphs (e)(1) through (e)(3) of this section.  The nature of the services comprising the fees disclosed under this category was: N/A.   Item 15.  Exhibits.  Exhibit Number Location and Description Reference  (a) Reports of Independent Certified Accountants Filed Herewith  (b) Financial Statements Filed Herewith (c) Exhibits required by Item 601, Regulation SB;  (3.0) Articles of Incorporation  (3.1) Initial Articles of Incorporation filed See Exhibit Key with SB-2 Registration Statement on April 26, 2006  (3.2) Amendment to Articles of Incorporation See Exhibit Key filed with SB-2 Registration Statement on April 26, 2006  (3.3) Bylaws filed with SB-2 Registration See Exhibit Key Statement on April 26, 2006  (11.0) Statement re:  computation of per share Note C to earnings Financial Stmts.  (14.0) Code of Ethics See Exhibit Key  (31.0) Certificate of Chief Executive Officer Filed herewith and Chief Financial Officer  18    Link to Table of Contents   (32.0) Certification pursuant to 18 U.S.C. § 1350, Filed herewith as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Exhibit Key  3.1 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.  3.2 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.  3.3 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.  14.0 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.    SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   IVECON CORPORATION   Date: April 7, 2009            By:  /s/ JOSEPH ABDO   _ JOSEPH ABDO Chief Executive Officer Chief Financial Officer Chairman of the Board of Directors  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and on the dates indicated.   Date: April 7, 2009            By:  /s/ JOSEPH ABDO JOSEPH ABDO Chief Executive Officer Chief Financial Officer Chairman of the Board of Directors           19    Link to Table of Contents               INDEX TO FINANCIAL STATEMENTSReport of Independent Registered Public Accounting FirmF-1Consolidated Balance Sheet for the periods endingDecember 31, 2008 and 2007F-2Consolidated Income Statements for the periods endingDecember 31, 2008 and 2007F-3Consolidated Statement of Changes in Stockholders EquityFor the Years Ended December 31, 2007 and 2008F-4Consolidated Statement of Cash FlowFor the Years Ended December 31, 2008 and 2007F-5Notes to Financial StatementsF-6   20         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and
Shareholders of Ivecon Corporation:  We have audited the accompanying balance sheets of Ivecon Corporation as of December 31, 2008 and 2007, and the related statements of operations, stockholders equity, and cash flows for the periods ended December 31, 2008 and 2007. These financial statements are the responsibility of the companys management. Our responsibility is to express an 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. 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements referred to above present fairly, in all material respects, the financial position of Ivecon Corporation as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.   Randall N. Drake, CPA, PA Randall N. Drake, CPA, PA  Clearwater, Florida  March 24, 2009  F-1


Ivecon Corporation
Balance Sheet
As of December 31, 2008 and 200720082007ASSETSCurrent Assets:Cash and Cash Equivalents2,0381,393Accounts Receivable5000Prepaid Expenses1290Total Current Assets2,6671,393Other Assets:Organizational Costs253253Less: Accumulated Amortization(253)(253)Total Other Assets00TOTAL ASSETS2,6671,393LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts Payable2,6003,600Loans from Shareholders031,541Total Current Liabilities2,60035,141TOTAL LIABILITIES2,60035,141Stockholders' Equity:Common Stock, $.0001 par value, 50,000,000 sharesauthorized, 1,350,000 shares issued and outstanding135135Paid-In-Capital48,9667,598Retained Earnings(49,034)(41,481)Total Equity67(33,748)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY2,6671,393         The accompanying notes are an integral part of these financial statements.      F-2     Ivecon Corporation
Statement of Operations
For The Years Ended December 31, 2008 and 200720082007Revenues3,4501,7503,4501,750Operating Expenses:Audit Fees3,0004,450Bank Service Charges100120Consultants Fee255263Dues and Subscriptions100100Professional Fees6,00014,140Stock Transfer Agent Fees1,2001,474Taxes and Licenses34820011,00320,747Income (Loss) From Operations-7,553-18,997Provision for Income Taxes00Net Income (Loss)-7,553-18,997Earnings per common share:Net Income (Loss) per  weighted average, basic and diluted of 1,350,000  shares(0.01)(0.01)                 The accompanying notes are an integral part of these financial statements.  F-3     Ivecon Corporation
Statement of Changes in Stockholders Equity
For The Years Ended December 31, 2008 and 2007Common StockContributedRetainedSharesAmountCapitalEarningsTotalBalances at January 1, 20071,350,0001357,598(22,485)(14,752)Net Income (Loss)(18,996)(18,996)Balances at December 31, 20071,350,0001357,598(41,481)(33,748)Conversion of Stockholders Loans to Paid-in-Capital41,36841,368Net Income (Loss)(7,553)(7,553)Balances at December 31, 20081,350,00013548,966(49,034)67                              The accompanying notes are an integral part of these financial statements.  F-4


Ivecon Corporation
Statement of Cash Flows
For The Years Ended December 31, 2008 and 200720082007OPERATING ACTIVITIES:Net Income (Loss)(7,553)(18,997)Adjustments to reconcile Net Income (Loss)to net cash provided by operations:(Increase) Decrease in:Accounts Receivable(500)0Prepaid Expenses/Deposits(129)0Increase (Decrease) in:Accounts Payable(1,000)1,953(9,182)(17,044)INVESTING ACTIVITIES:00FINANCING ACTIVITIES:Shareholder Loans9,82717,2009,82717,200NET CASH INCREASE (DECREASE) FOR THE YEAR645157BEGINNING CASH1,3931,236ENDING CASH2,0381,393    Noncash Investing & Financing Activities: Paid-in-Capital                                                                                                                     41,368 Loans from Shareholders                                                                                                  (41,368)                 The accompanying notes are an integral part of these financial statements.  F-5  Ivecon Corporation Notes to Financial Statements December 31, 2008 and 2007   NOTE A  ORGANIZATION AND NATURE OF BUSINESS The Company was incorporated January 1, 2000 in the State of Delaware.  The Company is a developer of a secure (encrypted) instant messenger with integrated desktop search, media center, and commerce system and is located in St. Petersburg, Florida. NOTE B  SIGNIFICANT ACCOUNTING POLICIES Basis for Presentation In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the year ended December 31, 2008 and December 31, 2007 ; (b) the financial position at December 31, 2008 and December 31, 2007, and (c) cash flows for the years ended December 31, 2008 and December 31, 2007, have been made.  The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require 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 revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.  Certain amounts in the prior years financial statements have been reclassified to conform to the 2008 presentation. Such reclassification includes allocation between common stock and additional paid in capital. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents. Fixed Assets Property and equipment are stated at cost.  Depreciation is computed using accelerated methods over the estimated useful lives of the assets.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the corporation to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates. Revenue Recognition The Company generates revenue by providing services in the field of computer consulting.  It is in the process of developing a secure instant messenger system.  The Company recognizes its revenue when consulting services have been completed and its customers are billed. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting.  Any deferred taxes would represent the future tax return consequences of those differences, which will either be taxable when the assets and liabilities are recovered or settled. NOTE C   EARNINGS PER COMMON SHARE Earnings (Loss) per common share of ($.01) and ($.01) for the years ended December 31, 2008 and 2007 were calculated based on a net income (loss) numerators of ($7,553.) and (S18,997.) divided by a denominator of 1,350,000 shares of outstanding common for each year.  F-6  Ivecon Corporation Notes to Financial Statements December 31, 2008 and 2007    NOTE D  ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2008 and 2007. The corporation has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term.  NOTE E  SUBSEQUENT EVENT On March 5, 2009, the Company entered into a material definitive agreement with Belmont Partners, LLC by which Belmont Partners LLC acquired one million (1,000,000) restricted common stock shares of the Company for $157,500.   Following the transaction, Belmont Partners, LLC controls 74.07% of the Companys outstanding capital stock.  On March 5, 2009, a meeting of the Board of Directors of the Company was held and Jay Solomon resigned as Director and Chief Executive Officer of the Company and Joseph J. Meuse was appointed as the sole Director and President of the Company.  This was approved by a majority of the shareholders by written consent in lieu of special meeting. Also on March 5, 2009, Joseph Abdo acquired from Belmont Partners LLC a control block of stock in the Company consisting of one million (1,000,000) restricted common stock shares of the company for $250,000.  On March 5, 2009, Joseph Abdo was appointed to the Board of Directors of the Company.  On March 12, 2009, Joseph J. Meuse resigned his position as Director and President of the Company.  A meeting of the Board of Directors of the Company took place whereby the Boards approval of this resignation was given by written consent.


F-7