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

CertainThis report contains statements in this Annual Report on Form 10-K are forward-looking statements withinabout the meaning of Section 27A of the Securities Act of 1933,future, sometimes referred to as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).“forward-looking” statements.  Forward-looking statements are typically identified by use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions.  Statements that describe our future strategic plans, goals, or objectives are also forward-looking statements.  Such

Readers of this report are cautioned that any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance or results of events and involve knownrisks and unknown risks, uncertainties,uncertainties.  The forward-looking information is based on present circumstances and other factorson our predictions respecting events that have not occurred, that may cause our actualnot occur, or that may occur with different consequences from those now assumed or anticipated.  Actual events or results performance, or achievements to bemay differ materially different from any future results, performance, or achievements expressed or implied by suchthose discussed in the forward-looking statements.statements as a result of various factors.  The forward-looking statements included in this report are made only as of the date of this report.  We are not obligated to update such forward-looking statements to reflect subsequent events or circumstances.

Intelligent Communication Enterprise Corporation was incorporated in Pennsylvania in 1972 as Coratomic, Inc.  In 2006, we merged with Mobiclear Ltd. and changed our name to Mobiclear Inc.  On December 14, 2009, we changed our name to Intelligent Communication Enterprise Corporation.

On November 7, 2007, MobiClear Inc. (MobiClear – Philippines) was incorporated in the Philippines.  Initially, we held a one-third equity interest and the remaining two-thirds equity interest was held by Bastion Payment Systems Corporation.  Bastion Payment Systems Corporation anwas our affiliate by virtue of ours.the fact that one of our directors, Simoun Ung, was also a director of Bastion.  On September 18, 2008, we acquired the remaining two-thirds of Mobiclear – Philippines from Bastion in exchange for 6,25043,750 shares of our common stock in a transaction valued at $37,500.  We presently develop and host our Personal Identity Verification, or PIV, products and solutions through MobiClear – Philippines.

On July 24, 2008, we incorporated Mobiclear Inc. – British Virgin Islands as a wholly owned subsidiary, through which we contract with our international suppliers and clients.

On November 12, 2009, we acquired all of the issued and outstanding shares of Radius-ED Limited (“Radius”) from Whitefields Capital Limited, our then-majority stockholder, in exchange for 54,255,318379,787,226 shares of our common stock valued at $8,500,000 and a convertible promissory note for $1,500,000.  We presently operate our proprietary messaging platforms and global infrastructure and provide messaging solutions and mobile-marketing programs through Radius.  The convertible promissory note, together with accrued interest, was converted into 22,024,429 shares of our common stock on August 24, 2010.

We effected a 1-for-250 share reverse stock split on July 21, 2008, and the outstanding shares were reduced to 6,757,803.

We effected a 1-for-600 share reverse stock split on October 20, 2009, and the outstanding shares were reduced to 521,519.

Our common stock is quoted on the OTC Bulletin Board under the symbol ICMC.

The following table sets forth the high and low closing sales prices for our common stock for each quarterly period in 20082009 and 2009,2010, as well as 20102011 to date.  These prices were reported by Nasdaq on its website, www.nasdaq.com:

As of April 9, 2010,13, 2011, we had approximately 6,826 shareholders6,822 stockholders of record.

The payment of cash dividends by us is within the discretion of our board of directors and depends in part upon our earnings levels, capital requirements, financial condition, any restrictive loan covenants, and other factors our board considers relevant.  Since our inception, we have not declared or paid any dividends on our common stock and we do not anticipate paying such dividends in the foreseeable future.  We intend to retain earnings, if any, to finance our operations and expansion.

Not applicable.

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this report.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  Our significant accounting policies are described in notes accompanying the consolidated financial statements.  The preparation of the consolidated financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities.  Estimates are based on information available as of the date of the financial statements, and accordingly, actual results in future periods could differ from these estimates.  Significant judgments and estimates used in the preparation of the consolidated financial statements apply critical accounting policies described in the notes to our consolidated financial statements.

We consider our recognition of revenues, costs of revenues, accounting for the consolidation of operations, conversion of debt to equity, valuation of assets and liabilities in business combination transactions, and the accounting for stock-based compensation and equity, and the accounting for acquisitions to be most critical in understanding the judgments that are involved in the preparation of our consolidated financial statements.

Our continued operationongoing business continues to be dependent on funds from operations providing the majority of funds,funds; however, we will also be required to raise sufficient funds through the sources available to us, primarily issuance of stock through private placement, or facilities in place with affiliated companies to fully cover our expected cash flow needs.

We continue to sign contracts with customers and expand our business; and we generated $9,659,000$8,935,000 in total revenue during 2009.2010.  However, management estimates that we will still need to raise approximately $2.0 million throughout 20102011 to pay our creditors and to enable us to develop and properly launch our new products.  We anticipate that approximately $1.0 million of this will be used to pay off existing accounts payable, accrued expenses, notes payable and shareholderstockholder advances.

With the acquisition of Radius and its subsidiary companies in 2009, weOur operating entities are no longer considered a development-stage enterprise effective as of January 1, 2009.  The Radius group is operationally self-sufficient; however, we will require funds to increase and diversify itsour business.  We will continue to rely on funds raised through the sale of our common stock or other third-party facilities available to us.  As of December 31, 2009,2010, we were in immediate need of equity or debt financing in order to continueexpand operations and execute our business plans.  There can be no assurance that we will raise the required funds.

We had a net loss for the year ended December 31, 2009,2010, of approximately $3.7$6.8 million, as compared to a net loss for the year ended December 31, 2008,2009, of approximately $2.8$3.7 million.  The increased loss for the year ended December 31, 2009,2010, is primarily attributable to the consolidation of the results of Radius with thoseincreased marketing of our Mobiclear division.businesses, amortization and impairment of intangible assets, and development of our iCEsync business, including the launching of Modizo.com.

During the year ended December 31, 2009,2010, we incurred general and administrative costs of approximately $5.3$8.3 million, as compared to approximately $2.4$5.3 million for 2008.2009.  The increase relates primarily to the consolidationadditional expenditures to market our businesses, increased amortization, as well as developing of the newly acquired Radius division.iCEsync.

Since the acquisitionWe operate on a global platform and as such have structured our operations in three lines of Radius, and the inclusion of operating results effective from January 1, 2009, we have been operating in two segments,business, each encompassing global business: (1) corporate and PIViCEmms (mobile-messaging services); (2) iCEsync (multimedia solutions to mobile communities); and mobile messaging.  Results of operations(3) iCEmat (mobile-authentication technologies).  Our summary financial information by segment arefor the years ended December 31, 2010 and 2009, as taken from the internal management reports, is as follows:

During the fiscal year ended December 31, 2010, we used cash of approximately $1,021,000 for operating activities, while investing activities provided approximately $121,000 and financing activities approximately $558,000 in cash.  During the fiscal year ended December 31, 2009, we used cash of approximately $790,000 for operating activities and generated approximately $478,000 from investing activities, while financing activities provided approximately $940,000 in cash.  During the fiscal year ended December 31, 2008, we used cash of approximately $1.0 million for operating activities and $227 for investing activities, while financing activities provided net cash of approximately $1.1 million.$940,000.

Although we are generating significant revenues, we still have substantial ongoing losses and we do not have enough cash to satisfy our cash requirements.  In their report on our audited consolidated financial statements for the fiscal year ended December 31, 2009,2010, as in previous years, our independent registered accountants stated that conditions exist that raise substantial doubt as to our ability to continue as a going concern.

Our working capital deficit at December 31, 2009,2010, was approximately $3.5$1.3 million, as compared to a deficit of approximately $1.4$3.5 million at December 31, 2008.2009.  At December 31, 2009,2010, we had an accumulated deficit of approximately $22.7 million and stockholders’ equity of approximately $3.0 million, as compared to an accumulated deficit of approximately $16.0 million and total stockholders’ deficiency of approximately $660,000 as compared to an accumulated deficit of approximately $12.2 million and total stockholders’ deficiency of approximately $1.4 million at December 31, 2008.2009.

Based on our current level of expenditures, we estimate that cash of approximately $500,000 per quarter will be required to fund operations through December 31, 2010.2011.  Actual expenditures will depend both on the level of expenditures and the availability of funds.

We intend to rely on the sales of our products and services, as well as on the sale of securities and loans from stockholders and others, to meet our cash requirements.  We may seek to sell common or preferred stock in private placements.  We have no commitments from anyone to purchase our common or preferred stock or to loan funds.  There is no assurance that we will be able to raise additional funds or to do so at a cost that will be economically viable.

We have no off-balance sheet arrangements.arrangements except for the use of operating leases for office space.

Our consolidated financial statements, including the independent registered public accounting firm’s report on our consolidated financial statements, are included beginning at page F-1 immediately following the signature page of this report.

None.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under 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, 2009,2010, pursuant to Rule 13a-15(b) under the Exchange Act.  Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2009,2010, our disclosure controls and procedures were not effective.

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, 2009.2010.  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-K.

In connection with the preparation of our financial statements for the year ended December 31, 2009,2010, certain significant deficiencies in internal control became evident to management that, in the aggregate, represent material weaknesses, including:

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies.  We intend to consider the results of our remediation efforts and related testing as part of our year-end 20102011 assessment of the effectiveness of our internal control over financial reporting.

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the material weaknesses described in this Annual Report on Form 10-K.  Such remediation activities include the following:recruiting one or more independent board members to join our board of directors in due course.  Such recruitment will include at least one person who qualifies as an audit committee financial expert to join as an independent board member and as an audit committee member.

In addition to the foregoing remediation efforts, we will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2009,2010, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

None.

On November 17, 2009, Bala Balamurali was appointed as a member to our board of directors.  During 2010, he served as the General Manager of our ICEmms division and on December 31, 2010, he was appointed our Chief Executive Officer.  Mr. Balamurali has beenwas also a director of Whitefields Capital Limited sincefrom July 2009.2009 through April 2010.  He served as the acting Chief Executive Officer and business development adviser of Radius–ED Limited from October 2008 to June 2009.  From February 2007 to October 2008, he served as the Managing Director of SmartConnect Global Pte Ltd., a subsidiary of Smart Communications Inc., a Philippines corporation.  At SmartConnect, he established Smart’s presence in Singapore and facilitated Smart’s entrance into the GSM communications and satellite broadband markets.  From August 2001 to January 2007, he was the Chief Marketing Officer and Senior Vice President of ACeS International Limited, where he was responsible for market entry into complex markets such as China and facilitated the strategic partnership between ACeS and Inmarsat.  He holds a Master of Business Administration from Henley Business School and is also a chartered management accountant (ACMA).  The board believes Mr. Balamurali should serve as a director because he is knowledgeable in the telco/short-messaging business and previously provided consultant services to our Radius division.

On March 18, 2008, Kenneth G.C. Telford wasMay 25, 2010, our board of directors appointed Sarocha Hatthasakul as our Chief Financial Officer.  Ms. Hatthasakul worked at Aberdeen Asset Management based in Singapore from January 2008 to February 2010, where her scope of responsibilities included Counterparty Risk Management and Credit Risk Management.  Prior to this, from December 2004 through July 2006, Ms. Hatthasakul served as an Investment Banker for SICCO Advisory Ltd. in Bangkok, where she secured and successful completed IPO, PO, M&A and valuation deals.  At this time, she was also a co-founder of Datadream Company Limited, a mobile phone multimedia developing company.  Ms. Hatthasakul graduated in 2004 from Asian University of Science and Technology, Thailand, with a Bachelor of Business Administration, major in Finance and Banking.  She received her M.Sc. (Econ) in Computational Finance in 2008 from Hanken Svenska Handelshögskolan (HANKEN), Finland.

On April 21, 2010, our board of directors appointed Nelson Wu as a director.  Mr. TelfordWu is bothcurrently General Manager – Business Development at Singapore based, Hin Leong Trading Pte Ltd, a Chartered Accountant (Canada)major oil trading company.  Prior to joining Hin Leong, Mr. Wu was with Singapore based CapitaLand Group of Companies since early 2004, first in business development at Raffles Holdings and Certified Public Accountant (USA).later with the corporate planning portfolio at CapitaLand headquarters.  During his time at CapitaLand, he was responsible for business planning, performance management, and competitive intelligence, together with providing assistance to the President and Chief Executive Officer on strategic matters.  He was also responsible for incubating new business areas for strategic growth.  Prior to joining CapitaLand, Mr. TelfordWu worked with the Government of Singapore, first with the Ministry of Law and then, its subsidiary, Statutory Board, Singapore Land Authority.  Mr. Wu graduated from the University of Reading and holds an MSc in Real Estate Finance & Economics.  He also holds a degree in Construction Management from Heriot-Watt University in Edinburgh.  Mr. Wu is a foundermember of several civic and social organisations in Singapore.  He was endorsed by the Ministry of Community, Youth & Sports and has been the President for Singapore Baseball & Softball Association since April 2008.  His experiences in business planning and strategic planning will be of substantial value to us.

On May 12, 2010, our board of directors appointed Michael Hosking as a directordirector.  Mr. Hosking is co-founder and Managing Director of Energy Source Technologies, Inc.Midas Promotions Pte Ltd, a leading promoter of international artists in countries from the Middle East to Asia Pacific.  Mr. Hosking has been instrumental in hosting the A-Z of artists, from Avril Lavigne to Westlife, and a roll of unsurpassed performers, including Michael Jackson, Beyoncé, and Black Eyed Peas.  One of Mr. Hosking’s recent successes is the launch of the music festival Singfest in 2007, which has since May 2007.become a well-known brand and a popular music event in Southeast Asia.  Mr. Telford served as Chief Financial Officer, Secretary, and director of Essential Innovations Technology Corp., a publicly traded company, from January 2003 to September 2007, and as the Chief Financial Officer and Secretary for Brek Energy Corporation, a publicly traded company, from July 2000 to October 2003.  Mr. Telford was Chief Financial Officer of Skymark Investments Ltd. and PayGen International from February 2004 until April 2006.  Mr. Telford was also previously a partner in STS Partners LLP Chartered Accountants in Canada from 1994-2001, Telford Sadovnick, PLLC, Certified Public AccountantsHosking has been involved in the United States from 1998-2004,music industry for many years and with this experience has been invited to attend many music conferences around the world, both as a guest and in many instances a key speaker.  He has been on many panels and is highly regarded.  The board believes Mr. Hosking’s experiences in the international accounting firm Deloitte & Toucheentertainment business will be of significant value to us, particularly to Modizo.  Mr. Hosking currently resides in Phuket, Thailand, with his wife and three children.

On January 17, 2011, our board of directors appointed Viji Rajasundram as well as having served asa director.  Mr. Rajasundram has over 20 years of experience in the technology field and has worked in Malaysia, the Philippines, Singapore, and the United States.  He was previously employed by Scicom (MSC) Berhad, holding the following positions during that employment:  Chief Operating Officer, Technology Solutions from September 2009 through November 2010; Chief Technology Officer / Chief Information Officer from December 2008 through September 2009; Senior Vice President, Technology Division from September 2005 through December 2008; and Chief Financial OfficerVice-President, Technology Division from May 2005 through September 2005.  Before Scicom, Mr. Rajasundram was employed as a principal consultant by Serendip Management Services, Kuala Lumpur, Malaysia, from April 2001 through May 2005.  Mr. Rajasundram has a degree in computer science from Deakin University in Australia and a Masters in Business Administration (magna cum laude) from Boston University.  The board believes that Mr. Rajasundram’s experienced and knowledgeable of an automotive rental company called Tropical Rentthe information technology industry will makes him a Car Systems, Inc. Mr. Telford has advised numerous companies, operating in both North America and Asia Pacific, on a broad range of financial and business matters.valuable resource to us.

Section 16(a) of the Exchange Act and the rules thereunder require our officers and directors, and persons that own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies.  Based solely on our review of the copies of the Section 16(a) forms received by us, or written representations from certain reporting persons, we believe that, during the last fiscal year, none of our officers, directors, and greater than 10% beneficial owners complied with applicable Section 16(a) filing requirements.

Our board of directors does not have a separate Audit Committee.  The entire board acts as the Audit Committee.  We do not have a financial expert, as that term is defined in Item 407(d)(5) of Regulation S-K, on our board.  We plan to seek qualified outside directors such that a majority of the board will be outside directors once we have raised funds to execute our business plan.  Once in place, the Audit Committee and a Compensation Committee will each be chaired by an independent director.

Our board of directors has adopted a Policy Statement on Business Ethics and Conflicts of Interest applicable to all employees, which was filed as an exhibit to our Form 10-KSB on May 23, 2005.

Our board of directors does not have a separate Nominating Committee.  The entire board acts as the Nominating Committee.

The following table sets forth, for each of our last three completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer during the preceding fiscal year and each of our other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”):

The following table reflects outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2009,2010, for each of the Named Executive Officers.  The table also reflects unvested and unearned stock awards:

The following table sets forth the compensation awarded to each of our directors in 2009:2010:

The following table sets forth certain information, as of April 9, 2010,1, 2011, with respect to the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers, directors, and director nominees; and (iii) our directors, director nominees, and Named Executive Officers as a group, based on 93,725,841643,215,972 shares of common stock outstanding.  Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned:

We have authorized securities for issuance under equity compensation plans that have not been approved by the stockholders, but none under equity compensation plans that were approved by the stockholders.  The following table shows the aggregate amount of securities authorized for issuance under all equity compensation plans as of December 31, 2009:2010:

Of these options, 326,2502,488,535 are vested, have exercise prices of $0.293,$0.042, and expire in 2014, and 3122,184 are vested, have an exercise price of $0.056,$0.008, and expire in 2012.

In AugustDuring the year ended December 31, 2009, certain former directors, officers,we incurred consulting fees of $203,665 with an officer and director.

During the years ended December 31, 2010 and 2009, an affiliated companies assigned a total of $829,187 to a company controlled by a former director of the Company.  These amounts were then consolidated into a single demand convertible noteadvanced net funds and services in the amount of $829,187 (“$780,368 and $412,736, respectively, of which $472,806 is included in amounts due to stockholder.  During the consolidated convertible note”).  This note was unsecured and non-interest-bearing, except when in default when the interest rate becomes 18% per annum.  The note was convertible into sharesyear ended December 31, 2010, a previous balance owing of our common stock.  This note$125,282 was converted into 2,997,060 fully paida promissory note payable and $445,423 was settled through conversion to 6,248,417 shares of our common stock on October 30, 2009.stock.

During the year ended December 31, 2008, we incurred consulting fees and expenses to a company controlled by a sister of a former officer and director of the Company in the amount of $88,249.  During 2008, $55,315 was converted into 243 shares of our common stock.  The balance outstanding as at December 31, 2009, is $21,302 and is recorded in accounts payable.

During the yearsyear ended December 31, 2009, and 2008, we acquired services from Bastion Payment Systems Corporation and CNP Worldwide, Inc.,two affiliated companies controlled by a former director and former officer of the Company, Messrs. Ung and Pasion, in the amount of $63,035 and $78,817, respectively.  In August 2009 the balance owing of $125,088 was assigned and formed part of the consolidated convertible note payable.$63,035.

During the year ended December 31, 2009, we acquired services from a former officer of the Company in the amount of $7,599.  In August 2009 the balance owing of $7,579 was assigned and formed part of the consolidated convertible note.

During the year ended December 31, 2009, we acquired services from a company controlled by a former officer of the Company in the amount of $618.  In August 2009 the balance owing of $3,249 was assigned and formed part of the consolidated convertible note.

During the year ended December 31, 2009, a former director Mr. Ung, advanced $26,260.  During August 2009 the advance was assigned and formed part of the consolidated convertible note.

Under the definition of independent directors found in Nasdaq Rule 5606(a)(2), which we have chosen to apply, we currently have notwo independent directors, and nonetwo of the directors who served during 2009 was2010 were independent.

The following table sets forth fees billed or accrued by our independent registered public accountants during the fiscal years ended December 31, 20092010 and 2008:2009:

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by an independent registered accountant in connection with statutory and regulatory filings or engagements.  The 2008 audit fees were paid in 2009.

Audit-related fees consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements, which are not reported under “Audit Fees.”

Tax fees consist of fees billed for professional services for tax compliance, tax advice, and tax planning.

All other fees consist of fees for products and services other than the services reported above.  There were no management consulting services provided in fiscal 2009.

Before the independent registered public accountants are engaged to render audit services or nonaudit activities, the engagement is approved by our board of directors acting as the audit committee.

 

 

 

Dated: April 15, 20102011

To the Board of Directors

Intelligent Communication Enterprise Corporation

We have audited the accompanying consolidated balance sheets of Intelligent Communication Enterprise Corporation as of December 31, 20092010 and 2008,2009, and the related consolidated statements of operations, stockholders' deficiencyequity (deficiency) and comprehensive loss, and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intelligent Communication Enterprise Corporation as of December 31, 20092010 and 2008,2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenues or positive cash flows from operationsincurred losses, and has negative working capital and an accumulated deficit at December 31, 2009.2010.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding those matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Seattle, Washington

April 15, 20102011