Touchpoint Group Holdings Inc. - Quarter Report: 2012 September (Form 10-Q)

q093012.htm

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

FORM 10-Q


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2012

¨	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 000-10822

Intelligent Communication Enterprise Corporation
(Exact name of registrant as specified in its charter)

Pennsylvania		25-1229323
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

75 High Street
Singapore		179435
(Address of principal executive offices)		(Zip Code)

+65 6595-6637
(Registrant’s telephone number)

n/a
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

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

Large accelerated filer o	Accelerated filer ¨
Non-accelerated filer o	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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 9, 2012, the issuer had one class of common stock, with a par value of $0.0001, of which 696,030,475 shares were issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION

Item 1:	Financial Statements:
	Unaudited Consolidated Balance Sheets as at September 30, 2012 and
	December 31, 2011	3
	Unaudited Consolidated Statements of Operations for the
	Three and Nine Months Ended September 30, 2012 and 2011	4
	Unaudited Consolidated Statements of Comprehensive Loss for the
	Three and Nine Months Ended September 30, 2012 and 2011	5
	Unaudited Consolidated Statement of Stockholders’ Equity (Deficiency)
	for the Nine Months Ended September 30, 2012	6
	and the Year Ended December 31, 2011
	Unaudited Consolidated Statements of Cash Flows for the
	Nine Months Ended September 30, 2012 and 2011	7
	Notes to the Consolidated Financial Statements (Unaudited)	9

Item 2:	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	20

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4:	Controls and Procedures	23

	PART II—OTHER INFORMATION

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 5:	Other Events	24

Item 6:	Exhibits	25

	Signatures	26

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION

Consolidated Balance Sheets
September 30, 2012 and December 31, 2011
(unaudited)

		2012		2011
Assets

Current assets:
	Cash	$	24,443	$	68,473
	Accounts receivable, net of allowance of $6,003		67,833		-
	Prepaid expenses and deposits		4,261		2,554
	Total current assets		96,537		71,027

Property and equipment, net			20,387		24,388
Intangible assets, net			792,450		-
Equity-method investment in i-amtv			-		372,192
Total assets		$	909,374	$	467,607

Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:
	Accounts payable	$	652,040	$	493,326
	Accrued expenses		68,298		39,167
	Accrued compensation		116,512		6,795
	Customer deposits and deferred revenue		9,955		-
	Amounts due to stockholder		47,000		36,000
	Amounts due to director		6,252		-
	Promissory note		17,352		17,352
	Total current liabilities		917,409		592,640

Stockholders' Equity (Deficiency):
Preferred stock:
	$0.0001 par value, authorized 150,000,000
	issued and outstanding nil shares (2011 - nil)		-		-
Common stock:
	$0.0001 par value, authorized 250,000,000,000 shares
	issued and outstanding 675,561,122 shares (2011 - 564,409,192)		67,553		56,438
Additional paid-in capital			25,949,370		24,046,669
Accumulated deficit			(26,181,693)		(24,384,215)
Accumulated other comprehensive income			156,735		156,075
	Total stockholders' equity (deficiency)		(8,035)		(125,033)
Total liabilities and stockholders' equity (deficiency)		$	909,374	$	467,607

See accompanying notes to consolidated financial statements.

INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION

Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2012 and 2011

		Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011

Revenue		$	96,653	$	-	$	204,568	$	-

Cost of revenue			33,377		-		94,684		-
Gross margin			63,276		-		109,884		-

Expenses:
	General and administrative		492,898		1,598,369		1,203,761		4,847,394
	Impairment loss		330,000		-		330,000		-
			822,898		1,598,369		1,533,761		4,847,394
Other income and expense:
	Interest expense		(690)		-		(1,408)		(5,807)
	Equity-method investment activity		(8,888)		(4,088)		(14,118)		(4,088)
	Impairment loss of equity-method investment		(358,075)		-		(358,075)		-
			(367,653)		(4,088)		(373,601)		(9,895)

Loss from continuing operations			(1,127,275)		(1,602,457)		(1,797,478)		(4,857,289)

Discontinued operations (Note 3):
	Income from discontinued operations		-		-		-		88,638
	Gain on sale of discontinued division		-		-		-		4,405,840
Income from discontinued operations			-		-		-		4,494,478

Net Loss for the period		$	(1,127,275)	$	(1,602,457)	$	(1,797,478)	$	(362,811)

Earnings (loss) per share
	Basic and diluted net loss per share from
	continuing operations	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.01)
	Basic and diluted net loss per share from
	discontinued operations	$	0.00	$	0.00	$	0.00	$	0.01

Weighted average number of shares outstanding
	Basic and diluted		657,871,845		553,960,845		628,612,721		592,443,486


See accompanying notes to consolidated financial statements.

INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION

Consolidated Statements of Comprehensive Loss
For the Three and Nine Months Ended September 30, 2012 and 2011
(unaudited)

	Three Months Ended September 30, 2012		Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011

Net Loss	$	(1,127,275)	$	(1,602,457)	$	(1,797,478)	$	(362,811)
Other comprehensive loss:
Foreign currency translation adjustment gain (loss)		(348)		-		660		(3,657)

Total comprehensive loss	$	(1,127,623)	$	(1,602,457)	$	(1,796,818)	$	(366,468)



See accompanying notes to consolidated financial statements.

INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION

Consolidated Statements of Stockholders' Equity (Deficiency)
For the Nine Months Ended September 30, 2012 and the Year Ended December 31, 2011
(unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity (Deficiency)
	Number of Shares	Amount

Balance December 31, 2010	640,023,118	$	64,000	$	25,532,084	$	(22,737,828)	$	159,732	$	3,017,988

Net Loss	-		-		-		(1,646,387)		-		(1,646,387)
Foreign currency translations	-		-		-		-		(3,657)		(3,657)
Comprehensive loss											(1,650,044)

Common stock issued for settlement of amounts owing to related parties	4,613,385		461		303,294		-		-		303,755
Common stock issued for services provided	13,655,891		1,366		541,577		-		-		542,943
Common stock issued on exercise of options	472,500		47		28,303		-		-		28,350
Options issued to related parties for services	-		-		1,975		-		-		1,975
Return of common stock on sale of mms division	(110,000,000)		(11,000)		(2,739,000)		-		-		(2,750,000)
Common stock issued for acquisition of investment	15,644,298		1,564		378,436		-		-		380,000

Balance December 31, 2011	564,409,192		56,438		24,046,669		(24,384,215)		156,075		(125,033)

Net Loss	-		-		-		(1,797,478)		-		(1,797,478)
Foreign currency translations	-		-		-		-		660		660
Comprehensive loss	-		-		-		-		-		(1,796,818)

Common stock issued for acquisition of subsidiary	61,471,814		6,147		1,376,853		-		-		1,383,000
Common stock issued for services provided	18,667,616		1,867		280,849		-		-		282,716
Common stock issued for settlement of amounts owing to related parties	31,012,500		3,101		244,999		-		-		248,100

Balance September 30, 2012	675,561,122	$	67,553	$	25,949,370	$	(26,181,693)	$	156,735	$	(8,035)

See accompanying notes to consolidated financial statements.

INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION

Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2012 and 2011
(unaudited)

			2012		2011
Cash used in operating activities
	of continuing operations:

Operating activities:
	Net (loss) for the period from continuing operations		$	(1,797,478)	$	(4,857,289)

	Adjustment to reconcile net loss for the period to
	net cash used in operating activities:
		Depreciation of property and equipment		11,309		7,363
		Amortization of intangible assets		224,490		2,625,000
		Impairment losses		688,075		-
		Provision for promissory note		-		500,000
		Common stock issued for services		282,716		242,943
		Options issued for services		-		1,975
		Equity-method investment activity		14,117		4,088
		Changes in operating assets and liabilities
		net of effects of acquisitions:
		Accounts receivable		5,379		-
		Prepaid expenses and deposits		(91)		(51,837)
		Accounts payable		89,394		70,550
		Accrued expenses		29,131		(17,810)
		Accrued compensation		109,484		(65,283)
		Customer deposits and deferred revenue		8,123		-
	Net cash used in operating activities
		from continuing operations		(335,351)		(1,540,300)

Cash used in investing activities
	from continuing activities:
	Purchase of property and equipment			-		(13,301)
	Cash component upon acquisition			25,392		-
	Proceeds from sale of division, net			-		2,088,358
	Net cash provided by investing activities
		from continuing operations		25,392		2,075,057

Cash flow from financing activities
	from continuing operations:
	Proceeds from directors			6,252		-
	Proceeds from (repayment to) affiliated company, net			259,100		(436,806)
	Net cash (used by) provided by financing activities
		from continuing operations		265,352		(436,806)

(Decrease) increase in cash during the period				(44,607)		97,951
Foreign exchange effect on cash				577		3,646
Net cash (used) provided by discontinued operations				-		(22,103)

Cash at beginning of the period				68,473		66,249

Cash at end of the period			$	24,443	$	145,743

See accompanying notes to consolidated financial statements.

INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION

Consolidated Statements of Cash Flows (continued)
For the Nine Months Ended September 30, 2012 and 2011
(unaudited)


Supplementary Information:
			2012		2011

	Interest paid		$	-	$	-
	Income taxes paid			-		-

	Non-cash transactions:
		Common stock issued for acquisition of subsidiary		1,383,000		-
		Common stock returned as part consideration for sale of mms division		-		2,750,000
		Common stock issued for investment in equity-method investee		-		380,000
		Common stock issued for settlement of amounts due stockholder		248,100		303,755


See accompanying notes to consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Description of Business and Summary of Significant Accounting Policies

Organization

Intelligent Communication Enterprise Corporation (the “Company” or “Intelligent”) has continuing operations providing multimedia content and integrated media services. The iCEsync business using the Modizo.com platform distributes video content to website visitors and attracts advertising revenue.

On November 12, 2009, Intelligent acquired all of the stock of Radius-ED Limited (“Radius”) through the issuance of 379,787,226 shares of common stock of Intelligent (representing 89% of post-issuance voting stock) and issuance of a convertible promissory note in the amount of $1,500,000. Prior to the acquisition of Radius, Whitefields Capital Limited held a majority of Intelligent’s and Radius’s voting stock. Specifically, Whitefields Capital Limited owned 62% of the voting stock of Intelligent and 100% of the voting stock of Radius. In addition, certain members of Whitefields Capital Limited’s management and board of directors served on the board of Intelligent. Based on these facts, Intelligent and Radius were deemed under the common control of Whitefields Capital Limited. As the entities were deemed under common control, the acquisition was recorded using the pooling-of-interest method effective as of January 1, 2009, in accordance with Financial Accounting Standards Board (“FASB”) standards on business combinations for entities under common control.

On January 20, 2010, Intelligent acquired all of the stock of Solesys S.A. through the issuance of 149,693,061 shares of common stock of Intelligent. Intelligent has accounted for this transaction using the acquisition method.

On May 10, 2011, Intelligent sold its mobile-messaging services (iCEmms) division for cash of $2,370,000 and return of 110,000,000 shares of common stock of Intelligent, with a fair value of $2,750,000 (Note 3). The division’s financial results of operations, cash flows, and balances have been reclassified as discontinued operations for all periods presented to enhance comparability.

On July 1, 2011, Intelligent acquired a 40% equity interest in i-amtv Limited through the issuance of 15,644,298 shares of common stock. Intelligent has accounted for this transaction using the equity-method of accounting.

On March 5, 2012, Intelligent completed the acquisition of Global Integrated Media Limited (“GIM”) and exchanged 61,471,814 shares of common stock in exchange for all of the issued and outstanding shares of GIM with a fair value of $1.38 million. GIM has been consolidated effective from March 31, 2012, the date the Company gained control of GIM.

Interim Period Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on April 16, 2012.

Going Concern

The Company’s consolidated financial statements have been prepared in conformity with GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the year ended December 31, 2011, the Company sold its iCEmms division, which was its only revenue-producing division at that time. The Company used cash received from the sale of its iCEmms division to retire debt and fund the iCEsync business, but the Company’s intention is to raise additional equity to finance the further development of markets for its products and services until positive cash flows can be generated from its operations. However, the Company cannot assure that additional funds will be available to the Company when required or on terms acceptable to the Company, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Such limitations could have a material adverse effect on the Company’s business, financial condition, or operations, and these consolidated financial statements do not include any adjustment that could result. Failure to obtain sufficient additional funding would necessitate the Company to reduce or limit its operating activities or even discontinue operations.

Principles of Consolidation

The 2011 consolidated financial statements include the accounts of Intelligent Communication Enterprise Corporation and its wholly owned subsidiaries Mobiclear Ltd., Mobiclear Inc. (British Virgin Islands), ICE Mobile Sdn. Bhd., and ICE Messaging Pte. Ltd. Operations of ICE Mobile Sdn. Bhd. and ICE Messaging Pte. Ltd. have been included up to the time of divestiture.

For 2012, the consolidated financial statements include the accounts of Intelligent Communication Enterprise Corporation and its wholly owned subsidiaries Mobiclear Ltd. and Mobiclear Inc. (British Virgin Islands) and GIM and Global Integ. Media (GIM) Ltd., Corporation from March 31, 2012, the date the Company gained effective control of GIM.

All significant intercompany balances and transactions have been eliminated.

Cash

Cash consists of checking accounts held at financial institutions in Singapore, Hong Kong, and the Philippines. At times cash balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal.

Accounts Receivable

Accounts receivable result primarily from provision of publishing services to customers and are recorded at their principal amounts. Receivables are considered past due after 30 days. When necessary, the Company provides an allowance for doubtful accounts that is based on a review of outstanding receivables, historical collection information, and current economic conditions. There was an allowance of $6,003 for doubtful accounts at September 30, 2012. Receivables are generally unsecured. Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered. The Company does not have off-balance sheet credit exposure related to its customers.

Fair Value Measurements

Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

Property and Equipment

Property and equipment are primarily comprised of furniture, computer equipment, and software that are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: furniture, seven years; computer equipment, five years; computer equipment and software, three years.

Repairs and maintenance costs are charged to expense as incurred. Expenditures that substantially increase the useful lives of existing assets are capitalized.

Intangible Assets

Intangible assets include software development costs, customer lists, and supplier contracts and are amortized on a straight-line basis over the estimated useful lives of two to three years. The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life. The Company performs periodic reviews of its capitalized intangible assets to determine if the assets have continuing value to the Company.

The Company expenses all costs related to the development of internal-use software as incurred, other than those incurred during the application development stage, after achievement of technological feasibility. Costs incurred in the application development stage are capitalized and amortized over the estimated useful life of the software. Internally developed software costs are amortized on a straight-line basis over the estimated useful life of the software. The Company performs periodic reviews of its capitalized software development costs to determine if the assets have continuing value to the Company. Costs for assets that are determined to be of no continuing value are written off. During the nine months ended September 30, 2012 and 2011, software development costs of $nil and $13,301, respectively, have been capitalized.

Impairment of Other Long-Lived Assets

The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. For the three and nine months ended September 30, 2012, the Company has charged operations with an impairment loss of $688,075, of which $330,000 is associated with management’s assessment of the impairment of intangible assets acquired in 2012 and less than expected revenue being generated by the business and $358,075 is associated with management’s assessment of the impairment of its investment in i-amtv as films, such as those in the library of i-amtv, being available at no cost online, which has necessitated a change in the business model of the Company's Modizo business. During the three and nine months ended September 30, 2011, no potential impairment losses related to the Company’s long-lived assets were identified.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue for the iCEsync business, which includes charges on a transactional and other basis, and for the GIM business, which includes contract publishing and advertising sales, realized or realizable and earned when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured. The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer.

For the nine months ended September 30, 2012, one of the Company’s customers accounted for 56% of its revenue.

Discontinued Operations

The Company reclassifies, from continuing operations to discontinued operations, for all periods presented, the results of operations for any component disposed of. The Company defines a component as being distinguishable from the rest of the Company because it has its own operations and cash flows. A component may be a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group. Such reclassifications have no effect on the net income or shareholders’ equity.

Advertising Expenses

It is the Company’s policy to expense advertising costs as incurred. No advertising costs were incurred during the nine months ended September 30, 2012 or 2011.

Income Taxes

Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance.

The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively.

Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized.

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three- and nine-month periods ended September 30, 2012 and 2011, outstanding stock options and warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations.

Accumulated Other Comprehensive Income (Loss)

Total comprehensive income (loss), as defined, includes net income (loss), foreign currency translation adjustment, and all changes in equity (net assets) during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments.

Foreign Operations and Currency Translation

The functional currency of the Company’s foreign subsidiaries is the local currency. Assets and liabilities of foreign subsidiaries, other than those denominated in U.S. dollars, are translated into U.S. dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations.

Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the local functional currency are included in general and administrative expenses.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.

Financial Instruments

The Company has the following financial instruments: cash, accounts receivable, notes receivable, accounts payable, accrued expenses, and notes payable. The carrying value of these financial instruments approximates their fair value due to their liquidity or their short-term nature.

Share-Based Compensation

The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures.

Note 2. Business Combinations

Acquisition of GIM

In the fourth quarter of 2011, the Company entered into an agreement, with the wife of an officer and director of the Company, to acquire GIM by agreeing to issue 61,471,814 million shares of the Company’s stock, valued at $1,383,000 as of the date of the agreement, in exchange for all of the outstanding shares of GIM. The consideration for this transaction was exchanged on March 5, 2012. The Company has consolidated GIM as of March 31, 2012, the date the Company gained control of GIM. GIM is continuing to operate as Global Integrated Media Limited and offers custom publishing, advertising design, brand building, media representation, and website design and development. The objective of the acquisition is to expand the Company’s service offerings and enhance the development of the Company’s Modizo line of business. This business combination has been accounted for using the acquisition method.

The allocation of the purchase consideration to assets and liabilities is not yet finalized. The preliminary allocation of the purchase price was based upon a preliminary valuation and the Company’s estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are the identification and determination of intangible assets. The preliminary fair values of the assets acquired and liabilities assumed by major class in the acquisition of GIM were recognized as follows:

Assets
Cash	$	25,392
Accounts receivable		73,212
Prepaid expenses and deposits		1,616
Property and equipment		7,225
Intangible assets		1,346,940
Total assets		1,454,385

Liabilities
Accounts payable and accrued expenses		69,553
Customer deposits		1,832
		71,385

Net assets acquired	$	1,383,000

Operations, revenue, and expenses include the operations of GIM effective from April 1, 2012, which is the first business day after the acquisition date.

Unaudited pro forma results of the Company for the three and nine months ended September 30, 2012 and 2011, as if the acquisition occurred on January 1, 2011, after giving effect to certain acquisition accounting adjustments, are stated below. The unaudited pro forma information presented is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2011:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012			2011	2012		2011

Revenue	$	96,653	$	195,496	$	513,334	$	524,144
Loss for the period		(1,127,275)		(1,738,549)		(1,856,550)		(601,130)
Loss per share – basic and diluted		(0.00)		(0.00)		(0.00)		(0.00)

Note 3. Discontinued Operations

On May 10, 2011, the Company completed the sale of two subsidiaries, ICE Mobile Sdn. Bhd. and ICE Messaging Pte. Ltd., which comprised all of the Company’s messaging business (iCEmms) operations, assets, and liabilities. Consideration received was $2.37 million in cash and return of 110 million shares of the Company’s common stock, which had a fair value of $2.75 million as of the closing date. The buyer had previously acquired the 110 million shares of the Company’s stock in a private transaction. These 110 million shares have been cancelled and returned to the Company’s authorized but unissued shares.

The iCEmms division is being accounted for as discontinued operations in accordance with GAAP. The results of operations and cash flows for the comparative periods have been reclassified to separate the divested business from the Company’s continuing operations.

Note 4. Property and Equipment, net

Property and equipment consist of the following:

	September 30, 2012		December 31, 2011

Furniture, computer equipment and software	$	51,619	$	38,321
Less accumulated depreciation		(31,232)		(13,933)

Property and equipment, net	$	20,387	$	24,388

Depreciation expense for three- and nine-month periods ended September 30, 2012 and 2011, was $4,034 and $11,309 and $3,193 and $7,363 respectively.

Note 5. Intangible Assets

Intangible assets consist primarily of software development costs, customer and reseller relationships, and supplier contracts, which are amortized over the estimated useful life, generally on a straight-line basis with the exception of customer relationships, which are generally amortized over the greater of straight-line or the related asset’s pattern of economic benefit.

	September 30, 2012

Intellectual property	$	1,016,940
Less accumulated amortization		224,490

Intangible assets, net	$	792,450

An impairment loss of $330,000 has been recorded for the three and nine months ended September 30, 2012, which was associated with management’s assessment of the intellectual property and less than expected revenue being generated by the business.

Note 6. Equity-method Investment

On July 1, 2011, the Company acquired a 40% equity interest in i-amtv Limited, a Brunei corporation, for $380,000. The acquisition price was settled by the issuance of 15,644,298 shares of common stock. The Company has accounted for this investment using the equity-method of accounting as it has the ability to exercise significant influence, but not control, over the investee. The acquisition of an interest in i-amtv provides the Company with access to the video library for use with its Modizo.com platform. The Company’s share of net income or loss in the equity-method investee is classified as “equity-method investment activity” on the consolidated statements of operations.

The following summarizes the equity-method investee’s operations as provided to the Company by i-amtv Limited:

	Nine Months Ended
	September 30, 2012

Statement of Operations:
Revenue	$	-
Operating expenses		60,294
Other income		25,000
Net loss	$	(35,294)

The Company’s share of loss for the nine months ended September 30, 2012, is $14,118.

An impairment loss of $358,075 has been recorded for the three and nine months ended September 30, 2012, which was associated with management’s assessment of the equity-method investment as films, such as those in the library of i-amtv, being available at no cost online, which has necessitated a change in the business model of the Company's Modizo business.

Note 7. Promissory Note

The Company issued a non-interest-bearing promissory note, due June 15, 2009, in the amount of $17,352. The promissory note remains unpaid as of September 30, 2012.

Note 8. Related-Party Transactions

During the three and nine months ended September 30, 2012 and 2011, an affiliated company provided services and advances in the amount of $47,000 and $259,100 and $116,000 and $385,850, respectively. During the three months ended September 30, 2012, the amount of $248,100 was settled by the issuance of 31,012,500 shares of common stock. The unpaid balance of $47,000 is included in amounts due to stockholder. Subsequent to September 30, 2012, this amount was settled by the issuance of 4,011,924 shares of common stock.

The acquisition of GIM, Note 2, by the issuance of 61,471,814 shares of the Company's common stock with a fair value of $1,383,000, was acquired from the wife of an officer and director of the Company.

Note 9. Share Capital

Preferred Stock

The Company’s authorized capital includes 150,000,000 shares of preferred stock of $0.0001 par value. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares.

No shares of preferred stock are issued and outstanding as of September 30, 2012, and December 31, 2011.

Common Stock

The Company is authorized to issue 250 billion shares of common stock, par value of $0.0001.

On December 15, 2010, the Board of Directors approved the forward-split of the issued and outstanding common stock on the basis of seven new shares for each share, effective upon the approval of the regulatory authorities. The Company’s common stock was forward-split effective as of December 30, 2010.

On January 14, 2010, the Board of Directors approved the forward-split of the issued and outstanding common stock on the basis of three new shares for each share, effective upon the approval of the regulatory authorities. The Company’s common stock was forward-split effective as of February 5, 2010.

On September 18, 2009, the Board of Directors approved the consolidation of the issued and outstanding common stock on the basis of one new share for each 600 shares, effective upon approval of the regulatory authorities. The Company’s common stock was consolidated effective as of October 20, 2009.

On June 19, 2008, the Board of Directors approved the consolidation of the issued and outstanding common stock on the basis of one new share for each 250 shares, effective upon approval of the regulatory authorities. The Company’s common stock was consolidated effective July 21, 2008.

The application of these stock consolidations and forward-splits has been shown retroactively in these consolidated financial statements.

During the nine months ended September 30, 2012, the Company issued:

·	61,471,814 shares of common stock as settlement in full for acquisition of all the issued and outstanding shares of GIM with a fair value of $1,383,000;

·	31,012,500 shares of common stock as settlement of $248,100 owing to an affiliated company; and

·	18,667,616 shares of common stock as settlement of $282,716 owing to officers and directors of the Company for services rendered.

Stock Purchase Warrants

At September 30, 2012, the Company had reserved 52,500 shares of its common stock for the following outstanding warrants:

Number of Warrants	Exercise Price	Expiry

17,500	$0.031	2013
35,000	0.018	2013

Pursuant to a prior year debt arrangement, the Company is obligated to issue warrants, as commission fees, entitling the holder to purchase 18,480 shares of common stock. There were no warrants issued or exercised during the nine months ended September 30, 2012.

Note 10. Stock-Based Compensation

Although the Company does not have a formal stock option plan, it issues stock options to directors, employees, advisers, and consultants.

A summary of the Company’s stock options as of September 30, 2012, is as follows:

	Number of	Weighted Average
	Options	Exercise Price

Outstanding at December 31, 2011	2,184	$0.008
Options exercised	-	-
Options expired	2,184	-
Outstanding at September 30, 2012	-	$0.000

During the nine months ended September 30, 2012, 2,184 options expired and no options to purchase shares of common stock were issued, and no options were forfeited.

Note 11. Commitments and Contingencies

Pursuant to a financing agreement entered into in February 2008, the Company is obligated to issue warrants, exercisable for five years from date of issue, for a number of shares of common stock equal to 10% of the number of shares issued under the financing. As of September 30, 2012, the Company is obligated to issue warrants to purchase 18,480 shares of common stock.

Pursuant to an agreement entered into in August 2008, the Company is obligated to issue shares of common stock equivalent to 1% of the issued and outstanding shares of the Company at each of March 1, 2009, June 1, 2009, and September 1, 2009.

Lease Commitments

The Company incurred total rent expense of $7,798 and $18,223, for the nine months ended September 30, 2012 and 2011, respectively. There are future lease commitments of $3,866 for 2012 and $5,725 for 2013.

Note 12. Segment Information

The Company operates on a global platform and as such has structured its continuing operations in two lines of business, each encompassing global business: (1) corporate and Modizo (multimedia solutions to mobile communities); and (2) custom publishing and services. The Company’s summary financial information by segment for the three and nine months ended September 30, 2012 and 2011, as taken from the internal management reports, is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Revenue
Modizo	$	576	$	-	$	1,420	$	-
Custom publishing		96,077		-		203,148		-
	$	96,653	$	-	$	204,568	$	-

Loss
Modizo	$	(307,999)	$	(1,602,457)	$	(851,145)	$	(4,857,289)
Custom publishing		(452,313)		-		(574,140)		-
	$	(760,312)	$	(1,602,457)	$	(1,425,285)	$	(4,857,289)

Assets
Modizo					$	30,975	$	1,102,660
Custom publishing						878,399		-
					$	909,374	$	1,102,660

All revenues and long-lived assets for the three and nine months ended September 30, 2012 and 2011 are attributable to Asia.

Note 13. Subsequent Events

Subsequent to September 30, 2012, the Company:

·	issued 16,457,429 shares of common stock as settlement of $192,800 owing to officers and directors of the Company for services rendered;

·	issued 4,011,924 shares of common stock in settlement of $47,000 owing to an affiliated company; and

entered into an agreement to acquire a minimum of 75% of the issued and outstanding shares of One Horizon Group, Plc., a United Kingdom company (“OHG”). The Company has agreed that up to 17,853,476,138 shares of common stock will be issued to acquire the issued and outstanding shares of OHG; it will issue options to acquire up to 216,132,393 shares of common stock, exercisable at prices between $0.16 and $0.59 per share, to holders of options to acquire OHG stock; and it will reserve an additional 1,120,896,000 shares of common stock that will be used to cover future options and warrants to which OHG has committed. The transaction, which has an estimated fair value of $196 million, is expected to close before January 31, 2013. The acquisition will be accounted for as a reverse merger transaction with the Company being considered the acquired business for accounting purposes. Future financial statements will be described as a continuation of the business of OHG.

On closing the current board members and management will resign and be replaced by members and officers appointed by OHG.

OHG is in the business of providing solutions for the mobile, fixed and satellite communications industry and it is intended that this business will become the Company’s main business. It is anticipated that, after closing, the Company will change its corporate name to that of OHG.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying unaudited consolidated financial statements for the three- and nine-month periods ended September 30, 2012 and 2011, and our annual report on Form 10-K for the year ended December 31, 2011, including the consolidated financial statements and notes thereto.

Forward-Looking Information May Prove Inaccurate

This report contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the 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.

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 risks and uncertainties. The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those now assumed or anticipated. Actual events or results may differ materially from those discussed in the forward-looking 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.

Introduction

Management believes that a recent acquisition agreement is likely to be the most significant event affecting our financial future. In October 2012, we entered into an agreement to acquire a minimum of 75% of the issued and outstanding shares of One Horizon Group, Plc, a United Kingdom company (“OHG”). Upon closing of the transaction, we have agreed to issue up to 17,853,476,138 shares of our common stock to acquire the issued and outstanding shares of OHG. As a result of this issuance, our shareholders immediately before the transaction will only own approximately three and one-half percent of our issued and outstanding shares after the transaction. We have also agreed to issue options to acquire up to 216,132,393 shares of our common stock to holders of options to acquire shares of OHG stock, and we have agreed to reserve an additional 1,120,896,000 shares of our common stock to cover future options and warrants for which OHG has committed. The acquisition is expected to be accounted for as a reverse transaction in which we will be considered the acquired party for accounting purposes. Future financial statements would then be described as a continuation of the business of OHG.

Management believes the most significant feature of our financial condition during the three- and nine-month periods ended September 30, 2012, is that we completed the acquisition and are now consolidating the operating results of Global Integrated Media Ltd. (GIM). The acquisition was paid for in whole by the issuance of 61,471,814 shares of our common stock with a fair value of $1,383,000.

We acquired GIM for its business of custom publishing, advertising design, brand building, media representation, and website design and development. The objective of the acquisition is to expand our service offerings and enhance the development of our Modizo line of business.

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2012,

with the Three and Nine Months Ended September 30, 2011

We had gross revenue of $96,653 and $204,568, respectively, for the three and nine months ended September 30, 2012, as compared to no revenue for each of the three and nine months ended September 30, 2011. This is due to the consolidation of operations of our new subsidiary and receipt of advertising revenue from our Modizo platform.

Our general and administrative expenses from continuing operations for the three and nine months ended September 30, 2012, were $492,898 and $1,203,761, respectively, as compared to $1,598,369 and $4,847,394, respectively, for the comparable periods ended September 30, 2011, a decrease for the three and nine months ended September 30, 2012, of 69% and 75%, respectively. These reductions are primarily due to reduction of costs, including third-party consulting, since the disposal of the messaging business in the three and nine months ended September 30, 2011.

During the three and nine months ended September 30, 2012, we have also charged operations with an impairment loss of $330,000 and $330,000, respectively, as compared to no impairment charge in either of the three and nine months ended September 30, 2011. During the three and nine months ended September 30, 2012, we have recognized an impairment loss of $358,075 and $358,975, respectively, related to the carrying value of our equity investment. This is compared to no impairment charge in either of the three and nine months ended September 30, 2011. These impairment charges have been recognized after management’s review of the carry value of our long-lived assets.

Overall, we have net losses from continuing operations of $1,127,275 and $1,797,478 for the respective three and nine months ended September 30, 2012, as compared to net losses from continuing operations of $1,602,457 and $4,857,289 in the corresponding periods of the preceding year.

We had 18 full-time employees as of September 30, 2012.

Segment Information

We operate on a global platform and as such have structured our continuing operations in two lines of business, each encompassing global business: (1) corporate and Modizo (multimedia solutions to mobile communities); and (2) custom publishing and services. Our summary financial information by segment for the three and nine months ended September 30, 2012 and 2011, as taken from the internal management reports, is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Revenue
Modizo	$	576	$	-	$	1,420	$	-
Custom publishing		96,077		-		203,148		-
	$	96,653	$	-	$	204,568	$	-

Loss
Modizo	$	(307,999)	$	(1,602,457)	$	(851,145)	$	(4,857,289)
Custom publishing		(452,313)		-		(574,140)		-
	$	(760,312)	$	(1,602,457)	$	(1,425,285)	$	(4,857,289)

Assets
Modizo					$	30,975	$	1,102,660
Custom publishing						878,399		-
					$	909,374	$	1,102,660

All revenues and long-lived assets for the three and nine months ended September 30, 2012 and 2011, are attributable to Asia.

Liquidity and Capital Resources

As of September 30, 2012, our current assets were $96,537, as compared to $71,027 at December 31, 2011. As of September 30, 2012, our current liabilities were $917,409, as compared to $592,640 at December 31, 2011.

Operating activities from continuing operations used net cash of $335,351 for the nine months ended September 30, 2012, as compared to use of net cash of $1,540,300 for the nine months ended September 30, 2011.

During the nine months ended September 30, 2012, investing activities provided net cash of $25,392, comprised of cash acquired in the acquisition of GIM. This is compared to the use of cash of $13,301 for purchase of property and the receipt of proceeds from the sale of the messaging division of $2,088,358 during the nine months ended September 30, 2011.

Net cash of $265,352 was provided by financing activities during the nine months ended September 30, 2012, as compared to net cash used by financing activities of $436,806 during the comparable nine months ended September 30, 2011.

Our current balances of cash will not meet our working capital and capital expenditure needs for the whole of the current year. Because we are not currently generating sufficient cash to fund our operations, we will need to rely on external financing to meet future capital and operating requirements. Any projections of future cash needs and cash flows are subject to substantial uncertainty. Our capital requirements depend upon several factors, including the rate of market acceptance, our ability to get to production and generate revenues, our level of expenditures for production, marketing, and sales, purchases of equipment, and other factors. We can make no assurance that financing will be available in amounts or on terms acceptable to us, if at all. Further, if we issue equity securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of common stock, and debt financing, if available, may involve restrictive covenants that could restrict our operations or finances. If we cannot raise funds, when needed, on acceptable terms, we may not be able to continue our operations, grow market share, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements, all of which could negatively impact our business, operating results, and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this quarterly 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 our principal executive officer and principal financial officers (our “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of September 30, 2012, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2012, our disclosure controls and procedures were not effective.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2012, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended September 30, 2012, and subsequent to the third quarter, we issued the following unregistered securities, which have not been previously reported, as follows:

On August 15, 2012, we issued 18,667,616 shares of common stock, with a fair value of $282,716, for settlement of amounts owing to officers and directors.

On August 17, 2012, we issued 31,012,500 shares of common stock, with a fair value of $248,100, for settlement of amounts owing to an affiliated company.

On October 16, 2012, we issued 16,457,429 shares of common stock, with a fair value of $192,800, for settlement of amounts owing to officers and directors

On October 16, 2012, we issued 4,011,924 shares of common stock, with a fair value of $47,000, for settlement of amounts owing to an affiliated company.

With the issuances above, no general solicitation was used and the transactions were negotiated directly with our executive officers, directors, and affiliated company. The recipients of the common stock represented in writing that they were not residents of the United States, acknowledged that the securities constituted restricted securities, and consented to a restrictive legend on the certificates to be issued. These transactions were made in reliance on Regulation S.

ITEM 5. OTHER EVENTS

See Item 2. Recent Issuances of Unregistered Securities and Use of Proceeds.

ITEM 6. EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*	Title of Document	Location

Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Attached

31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Attached

Item 32	Section 1350 Certifications
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)	Attached

32.02	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)	Attached

Item 101	Interactive Data File
101	Interactive Data File	Attached

_______________

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Registrant

	INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION


Date: November 19, 2012	By:	/s/ Victor Jeffery
		Victor Jeffery, President and
		Chief Executive Officer


Date: November 19, 2012	By:	/s/ Sarocha Hatthasakul
		Sarocha Hatthasakul
		Chief Financial Officer