ICRD International Card Establishment Inc (CE)

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

FORM 10-K

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

For the Fiscal Year Ended: December 31, 2008

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

FOR THE TRANSITION PERIOD FROM __ TO __

COMMISSION FILE NO. 000-33129

 Delaware 95-4581903
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
 incorporation or organization) Identification No.)


 555 Airport Way, Suite A
 Camarillo, California 93010
________________________________________ __________
(Address of principal executive offices) (Zip code)

Issuer's telephone number: (866) 423-2491

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

common stock, par value $.0005 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K [ ]

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

Based on the closing price of December 31, 2008, the aggregate market value of common stock held by non-affiliates of the registrant was $987,579.

The number of common shares outstanding of the registrant was 35,873,703 as of March 19, 2009.

DOCUMENTS INCORPORATED BY REFERENCE
NONE.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

TABLE OF CONTENTS

 PART I

ITEM 1. Description of Business...............................................4
ITEM 1A. Risk Factors.........................................................10
ITEM 2. Properties...........................................................15
ITEM 3. Legal Proceedings....................................................15
ITEM 4. Submission of Matter to Vote of Security Holders.....................15

 PART II

ITEM 5. Market For Registrant's Common Equity, Related Stockholder
 Matters and Issuer Purchases of Equity Securities....................15
ITEM 6. Selected Financial Data..............................................17
ITEM 7. Management's Discussion and Analysis.................................18
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk...........21
ITEM 8. Financial Statements and Supplementary Data..........................22
ITEM 9. Changes In and Disagreements with Accountants on Accounting
 and Financial Disclosure.............................................39
ITEM 9A. Controls and Procedures..............................................39
ITEM 9B. Other Information....................................................40
ITEM 10. Directors, Executive Officers and Corporate Governance...............40

 PART III

ITEM 11. Executive Compensation...............................................41
ITEM 13. Certain Relationships and Related Transactions, and
 Director Independence................................................44
ITEM 14. Principal Accountant Fees and Services...............................44

 PART IV

ITEM 15. Exhibits and Financial Statement Schedules...........................45
 Signatures...........................................................45

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In this annual report, references to "International Card Establishment, Inc.," "ICE", "the Company," "we," "us," and "our" refer to International Card Establishment, Inc. and its subsidiaries.

Except for the historical information contained herein, some of the statements in this Report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's Discussion and Analysis or Plan Operation," and "Risk Factors." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to: our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under US federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY

International Card Establishment, Inc. (formerly Summit World Ventures, Inc.) was incorporated on December 18, 1986, under the laws of the State of Delaware to engage in any lawful corporate activity, including, but not limited to, selected mergers and acquisitions. Prior to July 28, 2000, we were in the developmental stage, whose sole purpose was to locate and consummate a merger or acquisition with a private entity, and we did not have any operations. On July 28, 2000, we acquired iNetEvents, Inc., a Nevada corporation and commenced operations. iNetEvents, Inc., a Nevada corporation, was incorporated on February 3, 1999, and provided Internet support and supply software for real time event/convention information management.

On January 16, 2003, we entered into a Plan and Agreement of Reorganization with International Card Establishment, Inc., a Nevada corporation, and its shareholders. International Card Establishment, Inc., a Nevada corporation, was incorporated on July 26, 2002. As part of the acquisition, a reorganization in the form of a reverse merger, International Card Establishment, Inc. became our wholly-owned subsidiary, and there was a change of our control. Following the International Card Establishment, Inc. acquisition we changed our corporate name from iNetEvents, Inc. to International Card Establishment, Inc. and reverse split our outstanding shares of common stock on a one for two share basis.

On December 15, 2003, we entered into a Plan and Agreement of Reorganization with GlobalTech Leasing, Inc., a California corporation, and its shareholders. On December 29, 2003, GlobalTech Leasing, Inc. became our wholly owned subsidiary. In May of 2006 we sold our GlobalTech Leasing, Inc. subsidiary which comprised our entire equipment leasing segment.

Effective September 8, 2004, we entered into a Plan and Agreement of Reorganization with Neos Merchant Solutions, Inc., a Nevada corporation, and its shareholders. Effective September 8, 2004, Neos Merchant Solutions, Inc. became our wholly owned subsidiary.

In May 2008 we started LIFT Network, new sales division focused on marketing for small to medium sized businesses. LIFT Network is based in our corporate offices in Camarillo, California with a small office in Tampa, Florida.

INDUSTRY OVERVIEW

The use of card-based forms of payment, such as credit and debit cards, by consumers in the United States has steadily increased over the past ten years. The proliferation of credit and debit cards has made the acceptance of card-based payment a necessity for businesses, both large and small, in order to remain competitive. In its 2008 publication on transaction processing, leading equity research firm Raymond James Financial reported that overall credit card transactions will grow domestically from an estimated 26.6 billion transactions in 2006 to 36.2 billion by 2010. Raymond James reported that total credit card purchase volume will grow from $1.8 trillion in 2006 to $2.6 trillion by 2010, with average tickets increasing from $70.10 per transaction to $71.50 over the same period.

We believe that the card-based payment processing industry will continue to benefit from the following trends:

FAVORABLE DEMOGRAPHICS. As consumers age, we expect that they will continue to use the payment technology to which they have grown accustomed. Consumers are beginning to use card-based and other electronic payment methods for purchases at an earlier age. As these consumers who have witnessed the wide adoption of card products, technology and the Internet comprise a greater percentage of the population and increasingly enter the work force, we expect that purchases using card-based payment methods will comprise an increasing percentage of total consumer spending.

INCREASED CARD ACCEPTANCE BY SMALL BUSINESSES. The proliferation of credit and debit cards has made the acceptance of card-based payment a necessity for businesses, both large and small, in order to remain competitive. As a result, many of these small to medium-sized businesses are seeking, and we expect many new small to medium-sized businesses to continue to seek, to provide customers with the ability to pay for merchandise and services using credit or debit cards, including those in industries that have historically accepted cash and checks as the only forms of payment for their merchandise and services. Historically, larger acquiring banks have marketed credit card processing services to national and regional merchants and have not focused on small to medium-sized merchants, as small to medium-sized merchants are often perceived as too difficult to identify and expensive to service. International Card Establishment, Inc. ("ICE") targets these small to medium-size merchants as its primary customer base. These merchants generally have a lower volume of credit card transactions, are difficult to identify and have traditionally been underserved by credit card processors.

GROWTH IN CARD-NOT-PRESENT TRANSACTIONS. Market researchers expect dramatic growth in card-not-present transactions due to the rapid growth of the Internet. US online retail reached $175 billion in 2007 in the USA and is projected to grow to $335 billion by 2012, as forecasted by Forrester Research, Inc. This growth is based on two primary factors:

o continued shift of sales away from stores and to online and catalog purchases, and

o online shoppers appear to be effected less by the current economic client.

THE BUSINESS OF OUR SUBSIDIARY ICE

BUSINESS SUMMARY

International Card Establishment, Inc. ("ICE") targets small to medium-size merchants as its primary customer base. These merchants generally have a lower volume of credit card transactions, are difficult to identify and have traditionally been underserved by credit card processors. Management of ICE estimates that there are approximately 5.7 million merchant locations in the United States currently accepting Visa and MasterCard credit cards in the small merchant market segment and that approximately 4.2 million of such small merchant locations utilize electronic processing for credit card transactions. Management believes the small and medium-sized merchant market offers ICE significant growth opportunities for the "first time" installation and subsequent servicing of credit card authorization and payment systems because this market has traditionally not been targeted by larger credit card companies.

ICE utilizes contractual relationships with agents to reach merchants that would otherwise be difficult to identify and locate using customary marketing practices. Pursuant to these relationships, agents endorse the processing systems marketed and serviced by ICE and participate in originating new customers for ICE. Through the use of independent outside agents, management believes ICE's cost structures will continue to be competitive with the cost structures of its competitors.

ICE provides comprehensive customer service and support to its merchants requiring consultative problem solving and account management. ICE also provides value added products such as Gift & Loyalty, through our NEOS Merchant Solutions subsidiary, that distinguish ICE from its competitors. Management believes that providing cost-effective, reliable and responsive service and value added services and products is an effective long-term strategy to retain its merchant base. Through agent based acquisitions of merchant accounts, merchant retention and the increasing use and acceptance of credit cards, management believes ICE will develop a stable and growing recurring base of revenues.

MARKET OUTLOOK

Historically, larger acquiring banks have marketed credit card processing services to national and regional merchants, not emphasizing small to medium-sized merchants, as small merchants are often difficult to identify and expensive to service. This created an opportunity for non-banks, including independent sales organizations ("ISO") such as ICE, which recognized the business potential of providing electronic processing to these small merchants. Management estimates that there are approximately 5.7 million small merchant locations nationwide accepting Visa and MasterCard credit cards. The transaction processing industry has undergone rapid consolidation over the last several years with the controlling over 50% of the market share (First Data - 49.51%, BA Merchant Services - 13.09% and Nova/Key - 8.41%) according to the March 2008 Nilson Report. Merchant requirements for improved customer service and the demands for additional customer applications have made it difficult for some community and regional banks and ISO's to remain competitive. Many of these providers are unwilling or unable to invest the capital required to meet those evolving demands, and are leaving the transaction processing business or otherwise seeking partners to provide transaction processing for their customers. Despite this ongoing consolidation, the industry remains fragmented with respect to the number of entities providing merchant services. Management believes that these factors will result in continuing industry consolidation over the next several years.

OPERATING STRATEGY

FOCUS ON SMALL TO MEDIUM-SIZED MERCHANTS. ICE has focused its marketing efforts on small to medium-sized merchants, which have traditionally been underserved by processing banks. Management believes it understands the unique characteristics of this market segment and has tailored its marketing and servicing efforts accordingly. ICE believes it is able to provide credit and debit card processing at rates that are generally competitive with those available from other processors, as well as value added products such as Gift & Loyalty.

INCREASE AGENT BASE. ICE utilizes contractual relationships with agents to reach merchants that would otherwise be difficult to identify and locate using customary marketing practices. Pursuant to these relationships, agents endorse the processing systems marketed and serviced by ICE and participate in originating new customers for ICE. Using the leads generated by its agents provides ICE with a cost-effective means of contacting small merchants that traditionally have been difficult to reach. ICE actively recruits new agents and is focused on expansion of its agent base as a means of increasing overall revenues.

DELIVER CUSTOMER SERVICE SUPPORT AND VALUE ADDED PRODUCTS SERVICES. Management believes providing cost-effective, reliable and responsive service and value added products and services is an effective long-term strategy to retain its merchant base. The size of ICE's merchant base enables it to support a customer service program designed to provide consultative problem solving and account management. ICE also distinguishes itself from many competitors by offering value added products such as Gift & Loyalty and will continue to broaden its product and service offerings which management believes will appeal to small to medium size merchants.

INCREASE OPERATING EFFICIENCIES. Currently, ICE outsources many aspects of its processing services to third-parties which have excess capacity and the expertise to handle ICE's needs.

Management believes because its merchant base generates significant transaction volume in the aggregate, ICE has been able to negotiate competitive pricing from its processing providers at favorable rates. Management believes that it will achieve significant reductions in certain operating expenses through operational efficiencies, economies of scale and improved labor productivity as overall revenues increase. ICE intends to continue to outsource certain components of its processing services as long as it is economically more attractive than to develop and support these services within ICE, allowing management to focus on its core business of sales, marketing and customer service.

MAINTAIN A STABLE AND GROWING RECURRING REVENUE BASE

Through merchant retention, increased credit card use, and increased direct marketing efforts ICE has developed a stable and recurring base of revenues. In addition to its high customer service level, ICE's endorsements from agents provide an additional link to its merchants that tend to reduce attrition.

Furthermore, management believes that the relative smaller size of the merchants it services make the merchants less likely to change providers because of the up-front costs associated with a transfer.

GROWTH STRATEGY

ICE's growth strategy is twofold:

1. to pursue external growth by constantly expanding its independent agent base, and

2. to utilize its proprietary Gift & Loyalty platform to reach an even greater number of merchants through value-added products.

Through the use of its agent relationships, ICE obtains new merchant accounts by offering merchants technologically advanced products, such as our proprietary Gift & Loyalty program, and programs with better levels of service than those obtainable from other sources.

MARKETING

ICE's marketing strategy is to solicit prospective merchants primarily through independent outside agents. Our independent outside agents use a variety of self-directed marketing methods to reach potential merchants. Under these arrangements, ICE often obtains the exclusive endorsement of the outside agents.

PROCESSING RELATIONSHIPS

ICE markets credit and debit card based payment processing services pursuant to a contractual relationship (the "Processing Agreement") with First Data Merchant Services Corporation ("FDMS"), Financial Transactions Services, LLC and BancorpSouth Bank, a processing bank and member of Visa and MasterCard. The Processing Agreement provides that BancorpSouth Bank will process merchant credit card transactions as an Acquiring bank and that FDMS is responsible for all other processing and accounting functions relating to the clearing and settlement of credit card transactions, including merchant processing and settlement; merchant credit research; merchant activation and approval; merchant security and recovery; merchant customer services; merchant chargeback and retrieval services; and other related back office services. The Processing Agreement provides ICE is paid its aggregate merchant's net processing revenue and ancillary fees, on a monthly basis, for as long as the merchants utilize ICE for bank card processing.

Under the Processing Agreement ICE bears full liability for any unfulfilled chargebacks or merchant fraud. The Processing Agreement may be terminated by any of the parties in the event of default of obligations, insolvency or receivership, or failure to make payments when due or to abide by the rules and regulations of Visa and MasterCard. ICE solicits merchants to process transactions under the Processing Agreement.

The Processing Agreement contains aspects of both marketing and service. The marketing portions of the agreements permit ICE and its authorized agents to originate new merchants, which then enter into contractual agreements with BancorpSouth Bank and ICE for processing of credit card transactions. The service portion of the agreements permits ICE to provide appropriate service (including terminal programming and shipping, employee training, equipment supply and repair and operational support) to the merchants solicited to process under the Processing Agreement. Although the marketing portion of the Processing Agreement is limited as to time, the service portion is not. Accordingly, ICE has a right to continue to receive revenues under the Processing Agreement, so long as ICE remains in compliance with the provisions of the Processing Agreement.

MERCHANT CLIENTS

ICE serves a diverse portfolio of small to medium-sized merchant clients, primarily in general retail industries. Currently, no one customer accounts for more than 10% of ICE's charge volume. This client diversification has contributed to ICE's growth despite the varying economic conditions of the regions in which its merchants are located.

Merchant attrition is an expected aspect of the credit card processing business. Historically, ICE's attrition has related to merchants going out of business, merchants returning to local processing banks or merchants transferring to competitors for rates ICE was unwilling to match.

Merchant fraud is another expected aspect of the credit card processing business. ICE is responsible for any unfulfilled chargebacks or merchant fraud services pursuant to the Processing Agreement. Examples of merchant fraud include inputting false sales transactions or false credits. The parties to the Processing Agreement monitor merchant charge volume, average charge and number of transactions, as well as check for unusual patterns in the charges, returns and chargebacks processed. As part of its fraud avoidance policies, ICE generally will not process for certain types of businesses which provide future services wherein incidents of fraud have been common.

ICE also engages the services of and receives residual income from other processing companies such as Card Service International RBS Lynk Systems, and Network One Financial. These processing companies maintain 100% of the risk, including liabilities arising from merchant chargeback or cardholder fraud. No obligations have been incurred significant or otherwise by ICE in these revenue sharing programs.

ICE's independent agents solicit merchants to utilize our processing services. The agents must abide by Visa, MasterCard and NACHA regulations for acceptable merchants, the prevention of fraud, and must perform up to an agreed upon standard and abide by general obligations such as Confidentiality, Indemnification, Disclaimer of all Warranties, and Limitation of Liability. ICE bills an agent for equipment shipped (classified as merchant service revenue and cost of sale). Commissions are expensed and paid upon the acceptance and installation of equipment. Residual payments are recorded in the month the liabilities are incurred and paid within 60 days.

MERCHANT SERVICES

Management believes providing cost-effective, reliable and responsible service is an effective method of retaining merchant clients. ICE maintains personnel and systems necessary for providing such services directly to merchants and has developed a comprehensive program involving consultative problem solving and account management. ICE maintains a help desk to respond to inquiries from merchants regarding terminal, communication and training issues. Service personnel provide terminal application consultation by telephone and regularly reprogram terminals via telephone lines to accommodate particular merchant needs regarding program enhancements, terminal malfunctions and Visa and MasterCard regulations. In addition, merchants may obtain direct, personal assistance in reconciling network and communications problems, including problems with network outages and local phone company services. ICE continually reviews its customer service program to further enhance the customer service it provides and to accommodate future growth of ICE's merchant base. ICE's terminals are "downloadable," meaning additional services, such as authorization or payment services for additional credit cards, can be installed in the terminal electronically from ICE's offices without the necessity of replacement equipment or an on-site installation visit. Additionally, peripheral equipment such as pin pads and printers can easily be forwarded to the merchants upon request. ICE also loans, tests and ships POS equipment directly to merchant locations, and provides complete repair-or-replacement services for malfunctioning terminals. Generally, ICE can arrange for delivery of replacement terminals by overnight courier.

COMPETITION

The market for providing electronic bank card authorization and payment systems to retail merchants is highly competitive. ICE competes in this market primarily on the basis of price, technological capability, customer service and breadth of product and services. Many small and large companies compete with us in providing payment processing services and related services for card-not-present and card-present transactions to a wide range of merchants. There are a number of large transaction processors, including First Data Merchant Services Corporation, National Processing, Inc., Global Payments, Inc. and Elavon, Inc. (a subsidiary of U.S. Bancorp), that serve a broad market spectrum from large to small merchants and provide banking, ATM and other payment-related services and systems in addition to card-based payment processing. There are also a large number of smaller transaction processors that provide various services to small and medium sized merchants. Many of our competitors have substantially greater capital resources than ICE and operate as subsidiaries of financial institutions or bank holding companies, which may allow them on a consolidated basis to own and conduct depository and other banking activities that we do not have the regulatory authority to own or conduct. We believe that our specific focus on small to medium size merchants and our breadth of products and services, such as Gift & Loyalty, in addition to our understanding of the needs and risks associated with providing payment processing services to these merchants, gives ICE a competitive advantage over larger competitors, which have a broader market perspective and often are not able to accommodate the demands of small to medium size merchants.

THE BUSINESS OF OUR SUBSIDIARY NEOS

On September 9, 2004, the Company completed an Agreement and Plan of Merger with NEOS Merchant Solutions, Inc. ("NEOS"), a Nevada corporation. With, NEOS becoming our wholly-owned subsidiary, we provide turnkey "Smart Card"-based as well as traditional "Magnetic Stripe Card"-based solutions for merchants wishing to offer automated gift and loyalty services. These programs provide small merchants additional value through integrated loyalty programs which drive repeat business and through other optional integrated products offering merchants automated data capture and storage of personal information on the merchant's customer base. The merchant is provided customized merchant branded proprietary gift and loyalty cards. NEOS incorporates a merchant's existing logo and artwork, or designs custom artwork for an additional fee, for use on the gift and loyalty cards.

NEOS is an information and financial transaction application service provider specializing in "Gift and Loyalty" products and point of sale (POS) financial transaction services to small and medium retail merchants. NEOS integrates its proprietary "Gift and Loyalty" software with existing point of sale payment processing (i.e. traditional credit, debit, check verification, I.D. verification), thereby consolidating its retail merchant revenue enhancing solutions with commodity driven payment processing services. NEOS' primary product is a unique full function, turnkey front and back-end gift and loyalty solution, primarily utilizing the fast emerging smart card technology as well as magnetic stripe, today's prominent medium for transaction processing. NEOS controls the entire environment for this product by utilizing a closed loop software platform consisting of transaction based terminal software and hardware and integrated POS solutions at the point of sales that process all activity through the NEOS host called "MATRIXX" for all smart and magnetic stripe card related gift and loyalty card activity. The system split dials or re-directs electronic payment processing related transactions to the appropriate processing entity for credit, debit, check and other commodity transaction elements.

PRODUCTS

PAYMENT PROCESSING SOFTWARE - credit, debit, and check verification are integrated into the POS terminal to consolidate merchant level functionality, system and support requirements. Terminals presently support Vital, Lynk, Concord EFS, and First Data. All terminals have the capability to split dial e-commerce related requests to the appropriate processor. NEOS' Software "Gift and Loyalty" products are as follows:

o MATRIXX - the NEOS proprietary host manages the processing functions to include transaction posting, reporting, inquiry and statement issuance of all gift and loyalty related transactions. The host system resides at an external third party hosting facility with a redundant backup at the corporate offices in Camarillo, California.

o POS TERMINAL APPLICATION SOFTWARE - proprietary software allows up to eight standard variations of gift and loyalty to facilitate various key market criteria and I.D. verification capable of reading line three of a magnetic-stripe card.

o CHIP LEVEL (SMART CARD) OPERATING SYSTEM - an application that mirrors ongoing transaction data and stores customer specific or merchant specific information to assist I.D., buying trends, demographics, etc.

o VIRTUAL MERCHANT DATABASE - at minimum, merchants can retrieve real-time information about customer purchases, sales patterns, contribution amounts, gift and loyalty activity, balances, etc. Also known as Loyalty Management Database and/or Merchant Data Center.

NEOS' Hardware "Gift and Loyalty" products are:

o POS TERMINALS - VeriFone 3750, VeriFone VX570, VeriFone and Schlumberger pin pads, and Schlumberger/AxaltoMagiC 6000 and 6100.

o PRIVATE LABEL SMART/MAGNETIC-STRIPE CARDS - Smart and magnetic-strip cards are customized with the merchant's logo, picture, or other identifying information, or can be created for a non-profit organization to use in a preferred merchant program. From art-work selections to final delivery, the entire creation process takes only a few days, even for the minimum 300-card order. This entire process is done internally for orders of less than 5,000 cards.

MARKET OUTLOOK

Statistics show "Gift and Loyalty" products enhance retention of existing customers and increase new customers resulting in additional revenue to the retail business. We believe "Gift and Loyalty" is more than a valuable method of

payment, but a preferred method of payment. The TowerGroup, a subsidiary of MasterCard, estimated that total 2006 gift card sales topped $80 billion, a 20 percent increase over 2005. The National Retail Federation estimates that gift card sales in the 2008 holiday season will total $24.9 billion, a 5 percent decrease from the $26.3 billion in 2007 holiday sales. This decline is attributed to the tighter economy with many consumers choosing to buy deeply discounted merchandise as opposed to gift cards as reported in a Chicago Tribune article on December 27, 2008. As for gift cards, never before has a product enabled a retailer to have his own "currency". Once value is placed on a gift card, it can only be redeemed at that merchant's location. This money goes directly into the retailers account prior to investing in inventory or any other business expense. Retail returns have historically meant cash back, and the money usually walks out the front door and is spent on another retailer's goods or services. With this program the retailer's policy places the return value on the gift card requiring the consumer to spend those dollars in their establishment. This policy has become the standard rather than the exception in many retailers across the country.

In addition, most major retail gift and return programs are magnetic stripe based, requiring each transaction to dial to a host just as a credit card authorization or debit transaction. Each transaction creates a communication or access fee, a "per transaction fee". The cost associated with this "per transaction fee" is the primary reason that loyalty programs have experienced limited use. The NEOS solution performs the entire gift and loyalty transaction at the terminal level and posts the transaction data on the terminal for once-a-day batch processing to the host and posts to the smart card as well, eliminating fraud. NEOS, in most instances, charges a fixed monthly fee for unlimited transactions. The magnetic stripe solution averages $.15 to $.25 per transaction. For instance, loyalty in one location, a coffee shop (example:
Starbucks) could perform 300 loyalty transactions a day or approximately 9,000 transactions a month for a monthly transaction cost of between $1,350 and $2,250. This is the first technology that brings gift and loyalty to one card and makes it affordable for small, medium and large tier retailers. Gift and loyalty product is considered a value-added lead product and possesses a high retention characteristic in the small to medium enterprise ("SME") segment over traditional payment processing solutions. Payment processing has become a commodity, which has eroded profitability and made retention of customers an increasingly difficult task. Recognizing the merchant retention benefits of "Gift and Loyalty" and the merchant benefit of integrating other electronic payment transactions options onto one platform gives NEOS a significant strategic and competitive advantage at the point of sale. Leveraging these electronic payment transactions options provide the merchant real value enhancement from a consolidation of system and support. We believe our future value will be based on four primary variables: our proprietary technology, "Gift and Loyalty" revenue, payment processing revenue and the combined "Gift and Loyalty" and credit card merchant portfolios.

OPERATING STRATEGY

NEOS focuses on small to medium size merchants for its Gift and Loyalty product offering. We believe that the ability to offer these merchants custom branded Gift and Loyalty cards as well as a robust loyalty program will significantly increase the merchants business and distinguish it from its competitors. NEOS solicits prospective merchants through the ICE network of outside independent agents and through its LIFT Network division.

SOFTWARE DEVELOPMENT

All components of the NEOS MATRIXX host and terminal application system have been thoroughly tested and have been installed live in over 5,000 locations.

GROWTH STRATEGY AND COMPETITORS

Due to our proprietary technology and the retail market demand for "Gift and Loyalty", NEOS is positioned to be a significant provider in this market. NEOS "Gift and Loyalty" solutions are designed to help merchants increase their sales and to retain loyal customers. NEOS' believes it has an opportunity to aggressively penetrate the SME segment of the merchant market place for Gift and Loyalty solutions. NEOS believes there is a tremendous need for differentiating

products and services in this sector of the industry. The Company plans to generate continuous growth through strategies involving and leveraging its Gift and Loyalty platform through the ICE independent outside sales force and through strategic relationships with other businesses that market products to the SME merchant segment.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, INCLUDING DURATION

As of December 31, 2008, we have no patents, trademarks, franchises, concessions, royalty agreements or labor contracts.

EMPLOYEES

As of December 31, 2008, we had 23 full-time employees. Management believes that its relationship with its employees is excellent. None of our employees are members of a collective bargaining unit.

ITEM 1A. RISK FACTORS

In addition to the risks and other considerations discussed elsewhere in this annual report, set forth below is a discussion of certain risk factors relating to our business and operations. These risk factors are drafted in "Plain English" format in accordance with Rule 421 of the Securities Act. Accordingly, references to "we" and "our" refer to ICE and its subsidiaries.

RISKS RELATING TO OUR BUSINESS

WE HAVE A HISTORY OF OPERATING LOSSES AND WILL NEED TO GENERATE SIGNIFICANT REVENUES TO ACHIEVE OR MAINTAIN OUR PROFITABILITY.

Since inception, we have been engaged in activities relating to the establishment of our payment processing business and developing a portfolio of merchant accounts to grow our business, both of which require substantial capital and other expenditures. As a result, we have not sustained profitability, and may continue to incur losses in the future. We had a net income of $64,323 and a net loss of $3,955,299 for the years ended December 31, 2008 and 2007, respectively. We expect our cash needs to increase significantly for the next several years as we:

o continue to expand our outside agent sales force;

o increase awareness of our services; to expand our customer support and service operations;

o hire additional marketing, customer support and administrative personnel; and

o implement new and upgraded operational and financial systems, procedures and controls.

As a result of these continuing expenses, we need to generate significant revenues to achieve and maintain profitability. If we do not continue to increase our revenues, our business, results of operations and financial condition could be materially and adversely affected.

WE RELY ON BANK SPONSORS, WHICH HAVE SUBSTANTIAL DISCRETION WITH RESPECT TO CERTAIN ELEMENTS OF OUR BUSINESS PRACTICES, IN ORDER TO PROCESS BANKCARD TRANSACTIONS; IF THESE SPONSORSHIPS ARE TERMINATED AND WE ARE NOT ABLE TO SECURE OR SUCCESSFULLY MIGRATE MERCHANT PORTFOLIOS TO NEW BANK SPONSORS, WE WILL NOT BE ABLE TO CONDUCT OUR BUSINESS.

Because we are not a bank, we are unable to belong to and directly access the Visa and MasterCard bankcard associations. Visa and MasterCard operating regulations require us to be sponsored by a bank in order to process bankcard transactions. We are currently registered with Visa and MasterCard through the sponsorship of BancorpSouth Bank and Wells Fargo Bank which are members of the card associations. If these sponsorships are terminated and we are unable to secure a bank sponsor, we will not be able to process bankcard transactions. Furthermore, our agreements with our sponsoring banks give the sponsoring banks substantial discretion in approving certain elements of our business practices, including our solicitation, application and qualification procedures for merchants, the terms of our agreements with merchants, the processing fees that we charge, our customer service levels and our use of independent sales organizations. We cannot guarantee that our sponsoring banks' actions under these agreements will not be detrimental to us.

WE ASSUME THE RISK OF UNFULFILLED MERCHANT CHARGEBACK AND FRAUD PURSUANT TO THE PROCESSING AGREEMENT AND IF WE ARE NOT ABLE TO SUCCESSFULLY MITIGATE MERCHANT PORTFOLIO CHARGEBACK AND FRAUD RISKS, WE WILL NOT BE ABLE TO CONDUCT OUR BUSINESS.

ICE markets credit and debit card based payment processing services pursuant to the Processing Agreement with FTS and BancorpSouth Bank. The Processing Agreement provides that ICE bears full liability for any unfulfilled chargebacks or merchant fraud. ICE began boarding merchants under the Processing Agreement in late March of 2005. In line with industry standards, we will continue to maintain a reserve of .0005 of aggregate Visa/MasterCard sales volume of processing merchant accounts and analyze on a monthly basis, the need to adjust such reserve to appropriately properly mitigate merchant chargebacks and/or fraud.

IF WE OR OUR BANK SPONSOR FAILS TO ADHERE TO THE STANDARDS OF THE VISA AND MASTERCARD CREDIT CARD ASSOCIATIONS, OUR REGISTRATIONS WITH THESE ASSOCIATIONS COULD BE TERMINATED AND WE COULD BE REQUIRED TO STOP PROVIDING PAYMENT PROCESSING SERVICES FOR VISA AND MASTERCARD.

Substantially all of the transactions we process involve Visa or MasterCard. If we or our bank sponsor fails to comply with the applicable requirements of the Visa and MasterCard credit card associations, Visa or MasterCard could suspend or terminate our registration. The termination of our registration or any changes in the Visa or MasterCard rules that would impair our registration could require us to stop providing payment processing services.

WE RELY ON OTHER CARD PAYMENT PROCESSORS AND SERVICE PROVIDERS; IF THEY FAIL OR NO LONGER AGREE TO PROVIDE THEIR SERVICES, OUR MERCHANT RELATIONSHIPS COULD BE ADVERSELY AFFECTED AND WE COULD LOSE BUSINESS.

We rely on agreements with other large payment processing organizations, primarily First Data Merchant Services Corporation, to enable us to provide card authorization, data capture, settlement and merchant accounting services and access to various reporting tools for the merchants we serve. Many of these organizations and service providers are our competitors and we do not have long-term contracts with any of them. Typically, our contracts with these third parties are for one-year terms and are subject to cancellation upon limited notice by either party.

The termination by our service providers of their arrangements with us or their failure to perform their services efficiently and effectively may adversely affect our relationships with the merchants whose accounts we serve and may cause those merchants to terminate their processing agreements with us.

TO ACQUIRE AND RETAIN MERCHANT ACCOUNTS, WE DEPEND ON INDEPENDENT OUTSIDE AGENTS.

We rely primarily on the efforts of independent outside agents to market our services to merchants seeking to establish an account with a payment processor. These agents are individuals and companies that seek to introduce both newly established and existing small merchants, including retailers, restaurants and service providers, such as physicians, to providers of transaction payment processing services. In certain instances agents that refer merchants to us are not exclusive to us and have the right to refer merchants to other service providers. Our failure to maintain our relationships with our existing agents and those serving other service providers that we may acquire, and to recruit and establish new relationships with other agents could adversely affect our revenues and internal growth and increase our merchant attrition.

ON OCCASION, WE EXPERIENCE INCREASES IN INTERCHANGE AND SPONSORSHIP FEES; IF WE CANNOT PASS THESE INCREASES ALONG TO OUR MERCHANTS, OUR PROFIT MARGINS WILL BE REDUCED.

We pay interchange fees or assessments to card associations for each transaction we process using their credit and debit cards. From time to time, the card associations increase the interchange fees that they charge processors and the sponsoring banks. In its sole discretion, our sponsoring bank has the right to pass any increases in interchange fees on to us. In addition, our sponsoring bank may seek to increase its Visa and MasterCard sponsorship fees to us, all of which are based upon the dollar amount of the payment transactions we process. If we are not able to pass these fee increases along to merchants through corresponding increases in our processing fees, our profit margins will be reduced.

THE LOSS OF KEY PERSONNEL OR DAMAGE TO THEIR REPUTATIONS COULD ADVERSELY AFFECT OUR RELATIONSHIPS WITH AGENTS, CARD ASSOCIATIONS, BANK SPONSORS AND OUR OTHER SERVICE PROVIDERS, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.

Our success depends upon the continued services of our senior management and other key employees, many of whom have substantial experience in the payment processing industry and the small merchant markets in which we offer our services. In addition, our success depends in large part upon the reputation and influence within the industry of our senior managers, who over their years in the industry, developed long standing and highly favorable relationships with

agents, ISOs, card associations, bank sponsors and other payment processing and service providers. We would expect that the loss of the services of one or more of our key employees would have an adverse effect on our operations. We would also expect that any damage to the reputation of our senior managers, would adversely affect our business. We do not maintain any "key person" life insurance on any of our employees.

THE PAYMENT PROCESSING INDUSTRY IS HIGHLY COMPETITIVE AND SUCH COMPETITION IS LIKELY TO INCREASE, WHICH MAY FURTHER ADVERSELY INFLUENCE OUR PRICES TO MERCHANTS, AND AS A RESULT, OUR PROFIT MARGINS.

The market for card processing services is highly competitive. The level of competition has increased in recent years, and other providers of processing services have established a sizable market share in the small merchant processing sector. Some of our competitors are financial institutions, subsidiaries of financial institutions or well-established payment processing companies that have substantially greater capital and technological, management and marketing resources than we have. There are also a large number of small providers of processing services that provide various ranges of services to small and medium sized merchants. This competition may influence the prices we can charge and requires us to control costs aggressively in order to maintain acceptable profit margins. In addition, our competitors continue to consolidate as large banks merge and combine their networks. This consolidation may also require that we increase the consideration we pay for future acquisitions and could adversely affect the number of attractive acquisition opportunities presented to us.

INCREASED ATTRITION IN MERCHANT CHARGE VOLUME DUE TO AN INCREASE IN CLOSED MERCHANT ACCOUNTS THAT WE CANNOT ANTICIPATE OR OFFSET WITH NEW ACCOUNTS MAY REDUCE OUR REVENUES.

We experience attrition in merchant charge volume in the ordinary course of business resulting from several factors, including business closures, transfers of merchants' accounts to our competitors and account "closures" that are initiated due to heightened credit risks relating to, and contract breaches by, a merchant. In addition, substantially all of our processing contracts with merchants may be terminated by either party on relatively short notice, allowing merchants to move their processing accounts to other providers with minimal financial liability and cost. Increased attrition in merchant charge volume may have a material adverse effect on our financial condition and results of operations. We cannot predict the level of attrition in the future, particularly in connection with our acquisitions of portfolios of merchant accounts. If we are unable to increase our transaction volume and establish accounts with new merchants in order to counter the effect of this attrition, or, if we experience a higher level of attrition in merchant charge volume than we anticipate, our revenues will decrease.

WE FACE UNCERTAINTY ABOUT ADDITIONAL FINANCING FOR OUR FUTURE CAPITAL NEEDS, WHICH MAY PREVENT US FROM GROWING OUR BUSINESS.

To achieve our business objectives we may require significant additional financing for working capital and capital expenditures that we may raise through public or private sales of our debt and equity securities, joint ventures and strategic partnerships. No assurance can be given that such additional funds will be available to us on acceptable terms, if at all. When we raise additional funds by issuing equity securities, dilution to our existing stockholders will result. If adequate additional funds are not available to us, we may be required to significantly curtail the development of one or more of our projects and our projections and results of operations would be materially and adversely affected.

WE CURRENTLY RELY SOLELY ON COMMON LAW TO PROTECT OUR INTELLECTUAL PROPERTY; SHOULD WE SEEK ADDITIONAL PROTECTION IN THE FUTURE, WE MAY FAIL TO SUCCESSFULLY REGISTER OUR TRADEMARKS, CAUSING US TO POTENTIALLY LOSE OUR RIGHTS TO USE THESE MARKS.

Currently, we do not have any patents, copyrights or registered marks. We rely on common law rights to protect our marks and logos. We do not rely heavily on the recognition of our marks to obtain and maintain business. We may apply for trademark registration for certain of our marks in the future. However, we cannot assure you that any such applications will be approved. Even if they are approved, these trademarks may be successfully challenged by others or invalidated. If our trademark registrations are not approved because third parties own these trademarks, our use of these trademarks will be restricted or completely prohibited unless we enter into agreements with these parties which may not be available on commercially reasonable terms, or at all.

NEW AND POTENTIAL GOVERNMENTAL REGULATIONS DESIGNED TO PROTECT OR LIMIT ACCESS TO CONSUMER INFORMATION COULD ADVERSELY AFFECT OUR ABILITY TO PROVIDE THE SERVICES WE PROVIDE OUR MERCHANTS.

Due to the increasing public concern over consumer privacy rights, governmental bodies in the United States and abroad have adopted, and are considering adopting additional laws and regulations restricting the purchase, sale and sharing of personal information about customers. For example, the Gramm-Leach-Bliley Act requires non-affiliated third party service providers to financial institutions to take certain steps to ensure the privacy and security of consumer financial information. We believe our present activities fall under exceptions to the consumer notice and opt-out requirements contained in this law for third party service providers to financial institutions. The law, however, is new and there have been very few rulings on its interpretation. We believe that current legislation permits us to access and use this information as we do now. The laws governing privacy generally remain unsettled, however, even in areas where there has been some legislative action, such as the Gramm-Leach-Bliley Act and other consumer statutes, it is difficult to determine whether and how existing and proposed privacy laws will apply to our business. Limitations on our ability to access and use customer information could adversely affect our ability to provide the services we offer to our merchants or could impair the value of these services.

Several states have proposed legislation that would limit the uses of personal information gathered using the Internet. Some proposals would require proprietary online service providers and website owners to establish privacy policies. Congress has also considered privacy legislation that could further regulate use of consumer information obtained over the Internet or in other ways. The Federal Trade Commission has also recently settled a proceeding with one on-line service regarding the manner in which personal information is collected from users and provided to third parties. Our compliance with these privacy laws and related regulations could materially affect our operations.

Changes to existing laws or the passage of new laws could, among other things:

o create uncertainty in the marketplace that could reduce demand for our services;

o limit our ability to collect and to use merchant and cardholder data;

o increase the cost of doing business as a result of litigation costs or increased operating costs; or

o in some other manner have a material adverse effect on our business, results of operations and financial condition.

RISKS RELATING TO ACQUISITIONS

We may acquire other providers of payment processing services and portfolios of merchant processing accounts. These acquisitions entail risks in addition to that incidental to the normal conduct of our business.

REVENUES GENERATED BY ACQUIRED BUSINESSES OR ACCOUNT PORTFOLIOS MAY BE LESS THAN ANTICIPATED, RESULTING IN LOSSES OR A DECLINE IN PROFITS, AS WELL AS POTENTIAL IMPAIRMENT CHARGES.

In evaluating and determining the purchase price for a prospective acquisition, we estimate the future revenues from that acquisition based on the historical transaction volume of the acquired provider of payment processing services or portfolio of merchant accounts. Following an acquisition, it is customary to experience some attrition in the number of merchants serviced by an acquired provider of payment processing services or included in an acquired portfolio of merchant accounts. Should the rate of post-acquisition merchant attrition exceed the rate we have forecasted, the revenues generated by the acquired providers of payment processing services or portfolio of accounts may be less than we estimated, which could result in losses or a decline in profits, as well as potential impairment charges.

WE MAY FAIL TO UNCOVER ALL LIABILITIES OF ACQUISITION TARGETS THROUGH THE DUE DILIGENCE PROCESS PRIOR TO AN ACQUISITION, EXPOSING US TO POTENTIALLY LARGE, UNANTICIPATED COSTS.

Prior to the consummation of any acquisition, we perform a due diligence review of the provider of payment processing services or portfolio of merchant accounts that we propose to acquire. Our due diligence review, however, may not adequately uncover all of the contingent or undisclosed liabilities we may incur as a consequence of the proposed acquisition.

WE MAY ENCOUNTER DELAYS AND OPERATIONAL DIFFICULTIES IN COMPLETING THE NECESSARY TRANSFER OF DATA PROCESSING FUNCTIONS AND CONNECTING SYSTEMS LINKS REQUIRED BY AN ACQUISITION, RESULTING IN INCREASED COSTS FOR, AND A DELAY IN THE REALIZATION OF REVENUES FROM, THAT ACQUISITION.

The acquisition of a provider of payment processing services, as well as a portfolio of merchant processing accounts, requires the transfer of various data

processing functions and connecting links to our systems and those of our own third party service providers. If the transfer of these functions and links does not occur rapidly and smoothly, payment processing delays and errors may occur, resulting in a loss of revenues, increased merchant attrition and increased expenditures to correct the transitional problems, which could preclude our attainment of, or reduce, our profits.

SPECIAL NON-RECURRING AND INTEGRATION COSTS ASSOCIATED WITH ACQUISITIONS COULD ADVERSELY AFFECT OUR OPERATING RESULTS IN THE PERIODS FOLLOWING THESE ACQUISITIONS.

In connection with some acquisitions, we may incur non-recurring severance expenses, restructuring charges and change of control payments. These expenses, charges and payments, as well as the initial costs of integrating the personnel and facilities of an acquired business with those of our existing operations, may adversely affect our operating results during the initial financial periods following an acquisition. In addition, the integration of newly acquired companies may lead to diversion of management attention from other ongoing business concerns.

OUR FACILITIES, PERSONNEL AND FINANCIAL AND MANAGEMENT SYSTEMS MAY NOT BE ADEQUATE TO EFFECTIVELY MANAGE THE FUTURE EXPANSION WE BELIEVE NECESSARY TO INCREASE OUR REVENUES AND REMAIN COMPETITIVE.

We anticipate that future expansion will be necessary in order to increase our revenues. In order to effectively manage our expansion, we may need to attract and hire additional sales, administrative, operations and management personnel. We cannot assure you that our facilities, personnel and financial and management systems and controls will be adequate to support the expansion of our operations, and provide adequate levels of service to our merchants, agents and ISOs. If we fail to effectively manage our growth, our business could be harmed.

RISKS RELATING TO OUR COMMON STOCK

THE POSSIBLE RULE 144 SALES BY EXISTING SHAREHOLDERS MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF THE COMPANY AND THE PRICE OF THE STOCK.

Of our presently outstanding 35,873,703 shares of common stock 3,565,000 are "restricted securities" for purposes of the federal securities laws, and in the future they may be sold in compliance with Rule 144 adopted under the Act. Rule 144 provides in part that a person who is not an affiliate and who holds restricted securities for a period of one year may sell all or part of such securities. In addition, since we will be filing certain informational reports with the Securities and Exchange Commission, and if certain other conditions are satisfied, Rule 144 will allow a person (including an affiliate) holding restricted securities for a period of six months to sell each three months, provided he or she is not part of a control group acting in concert to sell, an amount equal to the greater of the average weekly reported trading volume of the stock during the four calendar weeks preceding the sale, or one percent of the our outstanding common stock. We cannot predict the effect, if any, that any such sales of common stock, or the availability of such common stock for sale, may have on the market value of the common stock prevailing from time to time. Sales of substantial amounts of common stock by shareholders, particularly if they are affiliates, could have a material adverse effect upon the market value of the common stock.

THERE MAY BE A VOLATILITY OF OUR STOCK PRICE.

Since our common stock is publicly traded, the market price of the common stock may fluctuate over a wide range and may continue to do so in the future. The market price of the common stock could be subject to significant fluctuations in response to various factors and events, including, among other things, the depth and liquidity of the trading market of the common stock, quarterly variations in actual or anticipated operating results, growth rates, changes in estimates by analysts, market conditions in the industry (including demand for Internet access), announcements by competitors, regulatory actions and general economic conditions. In addition, the stock market from time to time experiences significant price and volume fluctuations, which have particularly affected the market prices of the stocks of high technology companies, and which may be unrelated to the operating performance of particular companies. As a result of the foregoing, our operating results and prospects from time to time may be below the expectations of public market analysts and investors. Any such event would likely result in a material adverse effect on the price of the common stock.

WE DO NOT INTEND TO PAY CASH DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE.

We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business and do not anticipate paying cash dividends on our common stock in the foreseeable future. Any payment of

cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

o that a broker or dealer approve a person's account for transactions in penny stocks; and

o the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

o obtain financial information and investment experience objectives of the person; and

o make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

o sets forth the basis on which the broker or dealer made the suitability determination; and

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

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

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

ITEM 2. PROPERTIES

Our principal executive offices are located in approximately 3,950 square feet of leased office space at 555 Airport Way, Suite A, Camarillo, CA 93010. The offices of our technical personnel are located in approximately 1,000 square feet at 23631 Crown Valley Parkway, Mission Viejo, CA 92691. The offices of our LIFT Network division are located in approximately 150 square feet at 5010 W. Carmen St., Tampa, FL 33609. We believe that these facilities are adequate for our current operations and, if necessary, can be replaced with little disruption to our company.

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings pending or, to our knowledge, threatened against us or any of our subsidiaries.

ITEM 4. SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS

During our fiscal year ended December 31, 2008, there were no matters submitted to the Company's security holders.

PART II

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

(a) Market Information.

The Company's common stock is currently traded on the Over-the-Counter ("OTC") Bulletin Board System under the symbol "ICRD." The following table sets forth the trading history of the common stock on the OTC Bulletin Board for each quarter of fiscal years ended December 31, 2008 and 2007, as reported by Stockhouse.com.

 HIGH LOW
 2008
 First Quarter 0.15 0.07
 Second Quarter 0.105 0.055
 Third Quarter 0.07 0.031
 Fourth Quarter 0.05 0.021

 2007
 First Quarter 0.24 0.182
 Second Quarter 0.26 0.15
 Third Quarter 0.175 0.09
 Fourth Quarter 0.17 0.06

(b) Holders.

As of December 31, 2008, there are 84 shareholders of record of the Company's common stock.

CAPITAL STOCK

We are authorized to issue 100,000,000 shares of common stock $0.0005 par value and 10,000,000 shares of preferred stock at $0.01 par value. As of December 31, 2008, there were 35,873,703 common shares and 54,000 preferred shares issued and outstanding. All shares of common stock outstanding are validly issued, fully paid and non-assessable.

VOTING RIGHTS

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the holders of common stock holding, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

QUASI-CALIFORNIA CORPORATION

Section 2115 of the California General Corporation law provides that a corporation incorporated under the laws of a jurisdiction other than California, but which has more than one-half of its "outstanding voting securities" and which has a majority of its property, payroll and sales in California, based on the factors used in determining its income allocable to California on its franchise tax returns, may be required to provide cumulative voting until such time as the Company has its shares listed on certain national securities exchanges, or designated as a national market security on NASDAQ (subject to certain limitations). Accordingly, holders of the our common stock may be entitled to one vote for each share of common stock held and may have cumulative voting rights in the election of directors. This means that holders are entitled to one vote for each share of common stock held, multiplied by the number of directors to be elected, and the holder may cast all such votes for a single director, or may distribute them among any number of all of the directors to be elected.

Our existing directors who are also shareholders, acting in harmony, may be able to elect a majority of the members of our board of directors even if Section 2115 is applicable.

DIVIDEND POLICY

All shares of common stock are entitled to participate proportionally in dividends if our board of directors declares them out of the funds legally available and subordinate to the rights, if any, of the holders of outstanding shares of preferred stock. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained

for development of our business. Any future dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. Therefore, there can be no assurance that any dividends on the common stock will be paid in the future.

MISCELLANEOUS RIGHTS AND PROVISIONS

Holders of common stock have no preemptive or other subscription rights, conversion rights, redemption or sinking fund provisions. In the event of our dissolution, whether voluntary or involuntary, each share of common stock is entitled to share proportionally in any assets available for distribution to holders of our equity after satisfaction of all liabilities and payment of the applicable liquidation preference of any outstanding shares of preferred stock.

RIGHTS OF THE PREFERRED STOCK

Collectively, the Series A Convertible Preferred Stock contain the following features:

o Dividends: Each share of Series A Preferred Stock pays a mandatory monthly dividend, at an annual rate equal to the product of multiplying (i) $100.00 per share, by (ii) six and one-half percent (6.5%). Dividends are payable monthly in arrears on the last day of each month, in cash, and prorated for any partial month periods. From and after the Effective Date of the Registration Statement, dated July 17, 2006, no further MANDATORY DIVIDENDS shall be payable on the Series A Preferred Stock.

o Liquidation Preferences: Series A Preferred Stock is entitled to be paid first out of the assets of the Corporation available for distribution to shareholders, whether such assets are capital, surplus or earnings, an amount equal to the Series A Purchase Price per share of Series A Preferred Stock held (as adjusted for any stock splits, stock dividends or recapitalizations of the Series A Preferred Stock) and any declared but unpaid dividends on such share, before any payment is made to the holders of the common stock, or any other stock of the Corporation ranking junior to the Series A Preferred Stock with regard to any distribution of assets upon liquidation, dissolution or winding up of the Corporation.

o Voting Rights: None

o Conversion Rights: Series A Preferred Stock may, at the option of the holder, be converted at any time or from time to time into fully paid and non-assessable shares of common stock at the conversion rate in effect at the time of conversion, provided, that a holder of Series A Preferred Stock at any given time convert only up to that number of shares of Series A Preferred Stock so that, upon conversion, the aggregate beneficial ownership of the Corporation's common stock is not more than 9.99% of the Corporation's common stock then outstanding. The "Conversion Price" per share for the Series A Preferred Stock shall be equal to Eighty-Five percent (85%) of the Market Price, rounded to the nearest penny; in no event shall the Conversion Price be less than $0.375 per share (the "Floor Price") or exceed $0.47 (the "Ceiling Price").

o Reservation of Stock Issuable Upon Conversion: The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock 15,000,000 shares of common stock.

RECENT SALES OF UNREGISTERED SECURITIES

None.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

ICE has adopted its 2003 Stock Option Plan, an equity incentive program for its employees, directors and advisors that was approved by its stockholders pursuant to which options, rights or warrants may be granted.

 NUMBER OF SECURITIES REMAINING
 NUMBER OF SECURITIES TO WEIGHTED-AVERAGE AVAILABLE FOR FUTURE ISSUANCE
 BE ISSUED UPON EXERCISE EXERCISE PRICE OF UNDER EQUITY COMPENSATION PLANS
 OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (A))
 {A} {B} {C}

Equity compensation 4,428,000 $0.22 572,000
plans approved by
security holders

Equity compensation 3,074,000 $0.15 -0-
plans not approved by
security holders

Total 7,502,000 $0.19 572,000

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. References in this section to "International Card Establishment, Inc.," the "Company," "we," "us," and "our" refer to International Card Establishment, Inc. and our direct and indirect subsidiaries on a consolidated basis unless the context indicates otherwise.

This annual report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects, intends, believes, anticipates, may, could, should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

Our Management, Discussion and Analysis ("MD&A") is provided as a supplement to our audited financial statements to help provide an understanding of our financial condition, changes in financial condition and results of operations. The MD&A section is organized as follows:

o OVERVIEW. This sections provide a general description of the Company's business, as well as recent developments that we believe are important in understanding our results of operations as well as anticipating future trends in our operations.

o CRITICAL ACCOUNTING POLICIES. This section provides an analysis of the significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosure of contingent assets and liabilities.

o RESULTS OF OPERATIONS. This section provides an analysis of our results of operations for the year ended December 31, 2008 ("Fiscal 2008") compared to the year ended December 31, 2007 ("Fiscal 2007"). A brief description of certain aspects, transactions and events is provided, including related-party transactions that impact the comparability of the results being analyzed.

o LIQUIDITY AND CAPITAL RESOURCES. This section provides an analysis of our financial condition and cash flows as of and for the year ended December 31, 2008.

OVERVIEW

We are in the business of providing merchant payment processing services and custom branded gift and loyalty card products to the SME segment of the merchant marketplace. As of December 31, 2008, we provided our services to thousands of merchants located across the United States. Our payment processing services enable merchants to process traditional card-present, or swipe transactions, as

well as card-not-present transactions. A traditional card-present transaction occurs whenever a cardholder physically presents a credit or debit card to a merchant at the point-of-sale. Card-not-present transactions occur whenever the customer does not physically present a payment card at the point-of-sale and may occur over the Internet or by mail, fax or telephone. Our proprietary Gift and Loyalty product allows merchants to issue custom branded gift and loyalty cards.

Most of our SME merchants are traditional physical "brick-and-mortar" businesses. Our merchants represent a diverse range of industries including restaurants, spas and salons, automotive repair and service, golf courses, home decor, sporting goods, car washes, gas stations, clothing stores and general retail.

In May 2008 we formed our LIFT Network division to focus on expanding our proprietary gift and loyalty product offerings. The LIFT Network division emphasizes the promotion and marketing capabilities of our gift and loyalty products. In August 2008 we completed the development of our virtual terminal application which allows merchants to offer our gift and loyalty solution using an internet protocol without the need for a physical terminal.

Management believes that a majority of the Company's new sales will come from the gift and loyalty segment of our business.

CRITICAL ACCOUNTING POLICIES

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading "Results of Operations" following this section of our MD&A. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our most critical accounting estimates include the assessment of recoverability of long-lived assets and intangible assets, which impacts operating expenses when we impair assets or accelerate their amortization or depreciation.

We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company estimates its accounts receivable risks and provides allowances for doubtful accounts accordingly. The Company believes that its credit risk for accounts receivable is limited because of its large number of customers and the relatively small account balances for most of its customers. Also, the Company's customers are dispersed across different business and geographic areas. The Company evaluates the adequacy of the allowance for doubtful accounts on a periodic basis. The evaluation includes historical loss experience, length of time receivables are past due, adverse situations that may affect a customer's ability to repay and prevailing economic conditions. The Company makes adjustments to its allowance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.

REVENUE AND COST RECOGNITION

Substantially all of our revenues are generated from fees charged to merchants for card-based payment processing services and monthly gift and loyalty program fees. We typically charge these merchants a bundled rate, primarily based upon the merchant's monthly charge volume and risk profile. Our fees principally consist of discount fees, which are a percentage of the dollar amount of each credit or debit transaction. We charge all merchants higher discount rates for card-not-present transactions than for card-present transactions in order to compensate ourselves for the higher risk of underwriting these transactions. We derive the balance of our revenues from a variety of fixed transaction or service fees, including fees for monthly minimum charge volume requirements, statement fees, annual fees and fees for other miscellaneous services, such as handling chargebacks. We recognize discounts and other fees related to payment transactions at the time the merchants' transactions are processed. We recognize revenues derived from service fees at the time the service is performed. Related interchange and assessment costs are also recognized at that time.

We follow the requirements of EITF 99-19, "Reporting Revenue Gross as a Principal Versus Net as an Agent", in determining our revenue reporting. Generally, where we have merchant portability, credit risk and ultimate responsibility for the merchant, revenues are reported at the time of sale on a gross basis equal to the full amount of the discount charged to the merchant. This amount includes interchange paid to card issuing banks and assessments paid

to credit card associations pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants. Interchange fees are set by Visa and MasterCard and are based on transaction processing volume and are recognized at the time transactions are processed.

GOODWILL AND INTANGIBLES

Since 2005, we capitalize intangible assets such as the purchase of merchant and gift loyalty accounts from portfolio acquisitions (i.e., the right to receive future cash flows related to transactions of these applicable merchants) and, at least quarterly, amortize accounts at the time of attrition. Additionally, under the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", at least annually, the Company performs a census of merchant accounts received in such acquisitions, analyzing the expected cash flows, and adjusts the intangible asset accordingly to the lower of cost or market.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2007

Results of operations consist of the following:

 December 31, 2008 December 31, 2007 Difference Difference
 $ %
 ____________________________________________________________________________

Net Revenues $ 7,599,558 $ 9,222,659 $ (1,623,101) (18)
Cost of Revenues 4,722,399 6,014,944 (1,292,545) (21)
 ____________________________________________________________________________
Gross Profit 2,877,159 3,207,715 (330,556) (10)
Operating, General,
 and Administrative Costs 2,743,514 6,972,565 (4,229,051) (61)
 ____________________________________________________________________________
Net Operating Gain/(Loss) $ 133,645 $ (3,764,850) $ 3,898,495 (104)
 ============================================================================

Net revenues decreased by $1,623,101 or 18% from $9,222,659 to $7,599,558 due mainly to the poor economy as well as continued attrition of merchant accounts and tighter credit policies. Residuals decreased by approximately $1.2 million. This decrease was due in part to the attrition of merchant accounts but the primary factor was the faltering economy which effected us in two ways. First, reduced merchant sales led directly to reduced residuals. Secondly, many small businesses closed shop last year due to the lagging economy. A number of merchants simply closed their doors and bank accounts, precluding us from even collecting their early termination fees. Sales dropped by approximately $440,000 the major portion of this drop being equipment sales which decreased approximately $300,000. Again, this decline was due primarily to the economy. Merchants were unwilling to sign three and four year contracts in such a drastic economic climate. In 2009, we will be working on new marketing models to counter this reluctance on the part of merchants. Merchant attrition, caused by better offers from competitors as well as closing businesses, is a common aspect of our industry. However, we believe our new marketing models will help stop attrition to some extent. The decrease in cost of revenues of $1,292,545 or 21% from $6,014,944 to $4,722,399 is directly related to a comparable decrease in revenues.

Operating, general and administrative costs decreased by approximately $4,229,000 or 61% from $6,972,565 to $2,743,514 while incurring the startup expense of a new marketing and sales division with additional staff and office facilities totaling $113,035. The larger portion of this is payroll expense for the head of the division which amounted to approximately $77,000. This reduction was mainly due to lowered amortization expense of our portfolio (down $3.33 million) and depreciation in full of our fixed assets as of the end of 2007. The amortization expense was reduced at December 31, 2007, by adjustment of our portfolio to lower of cost or market. We do not expect future write-downs of our merchant portfolio. An additional factor was the reduction of bad debt expense due to the tightening of credit policies.

The change in position of cash, accounts payable and accrued expenses, and accounts receivable consist of the following:

 December 31, 2008 December 31, 2007 Difference Difference
 $ %
 _____________________________________________________________________

Cash $ 91,404 $ 126,149 $ (34,745) (28)
Accounts Payable and
 Accrued Expenses $ 616,229 $ 619,375 $ (3,146) (1)
Accounts Receivable, net $ 22,572 $ 27,060 $ (4,488) (17)

Cash decreased by approximately $34,745 or 28% from $126,149 to $91,404 due to the paying down of outstanding debt obligations and accounts payable. An additional contributing factor to lower cash was reduced residual income.

Accounts Payable and Accrued Expenses decreased by approximately $3,146 or 1% from $619,375 to $616,229. This came about primarily due to the payoff of outstanding debts and a decrease in accrued interest due to the pay down of the related party note payable This decrease was offset by an increase in customer deposits which fluctuate based on timing of cash receipts and shipment of orders and accrued expenses due to higher accruals for audit fees.

Accounts Receivable fell by approximately $4,488 or 17% from $27,060 to $22,572 due primarily to tighter credit policies and adherence to a cash collection policy of cash received prior to shipping. This is also accounted for by standard fluctuation of outstanding lease invoices where we have been guaranteed payment by the lease company upon installation at the merchant's location.

Management believes that it is moving toward sustained profitability. We plan to sustain profitability and meet cash flow needs going forward as follows:

o Management believes that the increase in income we have experienced will continue as a result of the operations of its subsidiaries ICE and NEOS. We feel this is possible by pursuing external growth by constantly expanding our independent agent base and utilizing our proprietary Gift & Loyalty platform to reach an even greater number of merchants through value-added products.

o Continued cost control through tight credit policies.

LIQUIDITY AND CAPITAL RESOURCES

We are currently seeking to expand our merchant services offerings in gift and loyalty. In addition, we are investigating additional business opportunities and potential acquisitions of either additional portfolios or businesses; accordingly we will require additional capital to complete the expansion and to undertake any additional business opportunities. We are currently investigating potential sources of financing.

We have financed our operations during the year primarily through the receipt of proceeds of $650,000 from our line of credit with a related party and use of cash on hand. In 2008 we paid down all outstanding debt and the related party note payable. At this time our only outstanding debt consists of our related party line of credit and we have no capital purchases planned at this time. We believe that we will be able to meet all cash needs with the use of cash on hand during 2009.

We had $91,404 cash on hand as of December 31, 2008 compared to $126,149 cash on hand as of December 31, 2007. We will continue to need additional cash during the following twelve months and these needs will coincide with the cash demands resulting from our general operations and planned expansion. There is no assurance that we will be able to obtain additional capital as required, or obtain the capital on acceptable terms and conditions.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008
DECEMBER 31, 2007

INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES

CONTENTS

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE CONSOLIDATED FINANCIAL STATEMENT 23

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets..............................................24

Consolidated Statements of Operations....................................25

Consolidated Statements of Stockholders' Equity..........................26

Consolidated Statements of Cash Flows....................................27

Notes to Consolidated Financial Statements...............................29

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders' of International Card Establishment, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of International Card Establishment, Inc. (a Delaware corporation) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of 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 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 consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of International Card Establishment, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

MENDOZA BERGER & COMPANY, LLP

Irvine, California
March 31, 2009

 INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS

 December 31, December 31,
 2008 2007
 _____________ _____________
 ASSETS

CURRENT ASSETS
 Cash $ 91,404 $ 126,149

 Accounts receivable, net of allowance of $50,178 and $225,425 at December
 31, 2008 and 2007, respectively 22,572 27,059
 _____________ _____________
 Note receivable, net of allowance of $50,000 at December 31, 2008 and 2007,
 respectively 88 6,428

 Inventory 76,394 109,628
 Other receivables 255,631 268,779
 Prepaid assets 25,003 -
 _____________ _____________
 Total current assets 471,092 538,043
 _____________ _____________

FIXED ASSETS, net of accumulated depreciation of $2,983,007 and $2,283,007 at
 December 31, 2008 and 2007, respectively - 6,320
INTANGIBLE ASSETS 1,579,378 1,820,300
GOODWILL 87,979 87,978
 _____________ _____________
OTHER NON-CURRENT ASSETS 116,685 117,700
 _____________ _____________
 Total assets $ 2,255,134 $ 2,570,341
 ============= =============

 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable $ 22,915 $ 106,394
 Accrued expenses 593,312 512,981
 Notes payable, current - 42,613
 Notes payable, current related party - 400,000
 Line of credit, related party 658,536 606,582
 _____________ _____________
 Total current liabilities 1,274,763 1,668,570
 _____________ _____________
 Total liabilities 1,274,763 1,668,570

COMMITMENTS & CONTINGENCIES - -
STOCKHOLDERS' EQUITY
 Preferred stock; $0.01 par value; 10,000,000 shares authorized, 54,000
 shares issued and outstanding at December 31, 2008 and 2007,
 respectively 540 540
 Common stock; $0.0005 par value; 100,000,000 shares authorized, 35,873,703
 and 35,286,449 shares issued and outstanding at December 31, 2008 and 2007,
 respectively 17,937 17,643
 Common stock subscribed 30,000 100,064
 Additional paid-in capital 19,628,401 19,544,354
 Accumulated deficit (18,696,507) (18,760,830)
 _____________ _____________
 Total stockholders' equity 980,371 901,771
 _____________ _____________
 Total liabilities and stockholders' equity $ 2,255,134 $ 2,570,341
 ============= =============

 See Accompanying Notes to Consolidated Financial Statements.

 INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS)

 Years ended
 _______________________________
 December 31, December 31,
 2008 2007
 ____________ ____________

Revenues:
 Merchant services revenues $ 6,985,598 $ 8,304,759
 Equipment sales 645,085 954,761
 Less: sales returns and allowances (31,126) (36,861)
 ____________ ____________
 Net revenue 7,599,557 9,222,659

Cost of revenues:
 Commissions 731,923 1,005,914
 Cost of sales 3,845,668 4,720,855
 Cost of sales - equipment 144,807 288,175
 ____________ ____________
 Cost of revenue 4,722,398 6,014,944
 ____________ ____________
 Gross profit 2,877,159 3,207,715

Operating, general and administrative expenses:
 General, administrative and selling expenses 2,743,513 2,540,923
 Depreciation 0 781,931
 Impairment of merchant portfolio 0 3,649,711
 ____________ ____________
 Total operating, general and administrative expenses 2,743,513 6,972,565
 ____________ ____________
 Net operating income (loss)
 133,646 (3,764,850)
 ____________ ____________
Non-operating income (expense):
 Interest income 94 559
 Interest (expense) (69,417) (130,858)
 Legal settlement - (8,451)
 Loss on lease settlement - (51,699)
 ____________ ____________
 (69,323) (190,449)
 ____________ ____________
Net income (loss) before provision for income taxes 64,551 (190,449)

Income tax benefit (provision) - -
 ____________ ____________
Net income (loss) $ 64,323 $ (3,955,299)
 ============ ============
Earnings per share - basic $ 0.00 $ (0.11)
 ============ ============
Earnings per share - diluted $ 0.00 $ (0.11)
 ============ ============
Weighted average number of shares of common stock outstanding - basic 35,499,850 34,748,752
 ============ ============
Weighted average number of shares of common stock outstanding - diluted 35,764,556 34,748,752
 ============ ============


 See Accompanying Notes to Consolidated Financial Statements.

 INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


 Preferred Stock Common Stock
 ________________ ______________________
 Additional Common
 Paid-In Stock Accumulated
 Shares Amount Shares Amount Capital Subscribed Deficit Total
 _______________________________________________________________________________________________________

Balance, December 31, 2006 58,500 $ 585 33,951,698 $ 16,976 $ 19,281,810 $ 100,064 $(14,805,531) $4,593,904
 _______________________________________________________________________________________________________

Stock based compensation 240,124 240,124

Conversion of preferred
shares to common shares (4,500) (45) 1,200,000 600 (555) -

Anti-dilution clause of
2003 common stock financing 134,751 67 22,975 23,042

Net loss, December 31, 2007 (3,955,299) (3,955,299)
 _______________________________________________________________________________________________________

Balance, December 31, 2007 54,000 $ 540 35,286,449 $ 17,643 $ 19,544,354 $ 100,064 $(18,760,830) $ 901,771
 _______________________________________________________________________________________________________

Stock based compensation 14,027 14,027

Stock for services 250,000 125 125 250

Common stock subscribed
released 337,254 169 69,895 (70,064) -

Net income, December
31, 2008 64,323 64,323
 _______________________________________________________________________________________________________
Balance, December 31, 2008 54,000 $ 540 35,873,703 $ 17,937 $ 19,628,401 $ 30,000 $(18,696,507) $ 980,371
 ======================================================================================================


 See Accompanying Notes to Consolidated Financial Statements.

 INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Years Ended
 _______________________________________
 December 31, 2008 December 31, 2007
 (Restated)
 _________________ _________________

Cash Flows from Operating Activities:
 Net income(loss) $ 64,323 $ (3,955,299)
 Depreciation - 781,931
 Loss on lease settlement - 51,699
 Write off of cancelled merchant accounts 327,250 3,649,711
 Allowance for doubtful accounts, other receivables and accrued interest income,
 net of bad debt recoveries (26,015) (5,169)
 Stock issued for antidilution clause - 23,042
 Compensation for stock awards 14,027 240,124
 Write off of software consulting originally capitalized as fixed asset 6,320 -
 Adjustments to reconcile net income (loss) to cash provided by operating
 activities:
 Changes in assets and liabilities
 Decrease in accounts receivable 30,503 115,816
 Decrease in inventories 394,820 663,012
 Decrease in other receivables 13,148 104,215
 (Increase) decrease in prepaid expenses (25,003) -
 (Increase) decrease in other non-current assets 1,012 (435)
 (Decrease) in accounts payable (83,480) (214,536)
 Increase (decrease) in accrued expenses 80,333 (95,449)
 ____________ ____________
 Net cash provided by operating activities 797,238 1,358,662
 ____________ ____________
Cash Flows from Investing Activities:
 Acquisitions, net of attrition (86,328) (199,871)
 Issuance of notes receivable - (50,000)
 Payments received toward notes receivable 6,340 9,281
 ____________ ____________
 Net cash (used in) investing activities (79,988) (240,590)
 ____________ ____________
Cash Flows from Financing Activities:
 Payment on notes payable (42,613) (174,473)
 Proceeds from notes payable - 70,000
 Noncash advances from line of credit, related party 101,024 83,653
 Payment on line of credit, related party (1,060,656) (1,314,631)
 Proceeds from line of credit, related party 650,000 626,000
 Payment on notes payable, related party (400,000) (440,000)
 Proceeds from sale of common stock 250 -
 ____________ ____________
 Net cash (used in) financing activities (751,995) (1,149,451)
 ____________ ____________
 Net decrease in cash (34,745) (31,379)
 ____________ ____________
Cash, beginning of period 126,149 157,528
 ____________ ____________
Cash, end of period $ 91,404 $ 126,149
 ============ ============


 See Accompanying Notes to Consolidated Financial Statements.

 INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (CONTINUED)

 Years Ended
 _______________________________________
 December 31, 2008 December 31, 2007
 (Restated)
 _________________ _________________

SUPPLEMENT DISCLOSURE OF CASH
 FLOW INFORMATION
 Cash paid for interest $ 65,307 $ 91,936
 Cash paid for income taxes $ - $ -

NON-CASH INVESTING AND FINANCING
 TRANSACTIONS
 Inventory purchased from line of credit, related party $ 361,587 $ 481,799
 Common stock subscribed $ 70,064 $ -
 Recovery of bad debt $ 149,232 $ -















 See Accompanying Notes to Consolidated Financial Statements.

INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND ORGANIZATION

International Card Establishment, Inc. (the "Company"), a Nevada corporation, is a provider of diversified products and services to the electronic transaction processing industry, offering merchant accounts for the acceptance and processing of credit and debit cards, as well as a proprietary "smart card" based gift and loyalty program. The Company's Merchant Card Services division establishes "merchant accounts" for businesses that enable those businesses to accept credit cards, debit cards, and other forms of electronic payments from their customers; supplies the necessary card readers and other point-of-sale transaction systems; facilitates processing for the accounts; and, provides e-commerce solutions. Through its NEOS Subsidiary the Company also markets a proprietary "Smart Card"-based system that enables merchants to economically offer private label gift and loyalty cards - one of the fastest growing product categories in the industry.

As used in these Notes to the Consolidated Financial Statements, the terms the "Company", "we", "us", "our" and similar terms refer to International Card Establishment, Inc. and, unless the context indicates otherwise its consolidated subsidiaries. The Companies subsidiaries include NEOS Merchant Services ("NEOS"), a Nevada corporation, which provides smart card loyalty programs in an integrated vertical system for its customers, as well as other electronic payment services (merchant services); International Card Establishment ("ICE"), which provides electronic payment services (merchant services); and INetEvents, Inc. ("INET"), a Delaware Corporation, which has been dormant since 2005.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2008 and 2007, respectively.

CONCENTRATIONS

The Company maintains cash balances at several financial institutions in California. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. At December 31, 2008 and 2007 the Company had no accounts in excess of the $250,000 insured amount.

Due to the number of customers that we process credit card transactions for we are not dependant on a limited number of customers for the generation of revenues.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company estimates its accounts receivable risks and provides allowances for doubtful accounts accordingly. The Company believes that its credit risk for accounts receivable is limited because of its large number of customers and the relatively small account balances for most of its customers. Also, the Company's customers are dispersed across different business and geographic areas. The Company evaluates the adequacy of the allowance for doubtful accounts on a periodic basis. The evaluation includes historical loss experience, length of time receivables are past due, adverse situations that may affect a customer's ability to repay and prevailing economic conditions. The Company makes adjustments to its allowance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.

INVENTORY

Inventories are stated at the lower of cost or market. Cost is determined using the first in, first out (FIFO) method. The Company's inventories consist primarily of electronic merchant processing machines.

FIXED ASSETS

Furniture, fixtures and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives, principally on a straight-line basis. Leased assets qualifying for capital lease treatment have been included in the Fixed Assets and related Accumulated Depreciation amounts in these financial statements. Leased assets consist of laptops, which are amortized in accordance with the Company's other fixed assets.

Estimated service lives of property and equipment are as follows:

Furniture and fixtures 3 years
Equipment and machinery 3 - 5 years
Software 5 years

INCOME TAXES

Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "Accounting for Income Taxes," and clarified by FIN 48, "Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

FAIR VALUE

The carrying amounts reflected in the consolidated balance sheets for cash, accounts receivables, net, accounts payable, and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

GOODWILL AND INTANGIBLES

Goodwill represents the excess of purchase price over tangible and other intangible assets acquired less liabilities assumed arising from business acquisitions. In 2008 and 2007, the Company's annual goodwill impairment test did not identify an impairment.

The Company capitalizes intangible assets such as the purchase of merchant and gift loyalty accounts from portfolio acquisitions (i.e., the right to receive future cash flows related to transactions of these applicable merchants) (See Note 4). At least annually, the Company performs a census of merchant accounts received in such acquisitions, analyzing the expected cash flows, and adjusts the intangible asset accordingly to the lower of cost or market. In 2008 and 2007, the Company purchased no merchant or gift card portfolios. At December 31, 2008, the Company recognized direct write offs of $327,250. At December 31, 2007, the Company recognized an impairment of $3,649,711 in merchant and gift card portfolios by writing them down to the lower of cost or market.

DERIVATIVES

The Company occasionally issues financial instruments that contain an embedded instrument. At inception, the Company assesses whether the economic characteristics of the embedded derivative instrument are clearly and closely related to the economic characteristics of the financial instrument (host contract), whether the financial instrument that embodies both the embedded derivative instrument and the host contract is currently measured at fair value with changes in fair value reported in earnings, and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument.

If the embedded derivative instrument is determined not to be clearly and closely related to the host contract, is not currently measured at fair value with changes in fair value reported in earnings, and the embedded derivative instrument would qualify as a derivative instrument, the embedded derivative instrument is recorded apart from the host contract and carried at fair value

with changes recorded in current-period earnings. As of December 31, 2008 and 2007, we determined that none of our embedded financial instruments qualified for this treatment and that the embedded instruments qualified for the derivative accounting exemption as they are both indexed to our stock and classified in the stockholders' equity section of our consolidated balance sheets. We have accounted for any calculated beneficial conversion feature as either interest expense or dividends paid, based on the nature of the host contract.

REVENUES

The Company provides merchant services and customer support for merchants and other Merchant Services providers, and sells merchant point-of-sale and credit card processing equipment. Revenues are recognized as customer services are provided.

The Company provides merchant services to customers for acceptance and processing of electronic payments. Credit card processing fees are recognized as incurred. Sales and cost of sales of equipment are recognized when the equipment is provided and the customer accepts responsibility for the payment of the equipment.

Substantially all of our revenues are generated from fees charged to merchants for card-based payment processing services and monthly gift and loyalty program fees. We typically charge these merchants a bundled rate, primarily based upon the merchant's monthly charge volume and risk profile. Our fees principally consist of discount fees, which are a percentage of the dollar amount of each credit or debit transaction. We charge all merchants higher discount rates for card-not-present transactions than for card-present transactions in order to compensate ourselves for the higher risk of underwriting these transactions. We derive the balance of our revenues from a variety of fixed transaction or service fees, including fees for monthly minimum charge volume requirements, statement fees, annual fees and fees for other miscellaneous services, such as handling chargebacks. We recognize discounts and other fees related to payment transactions at the time the merchants' transactions are processed. We recognize revenues derived from service fees at the time the service is performed. Related interchange and assessment costs are also recognized at that time.

We follow the requirements of EITF 99-19, "Reporting Revenue Gross as a Principal Versus Net as an Agent", in determining our revenue reporting. Generally, where we have merchant portability, credit risk and ultimate responsibility for the merchant, revenues are reported at the time of sale on a gross basis equal to the full amount of the discount charged to the merchant. This amount includes interchange paid to card issuing banks and assessments paid to credit card associations pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants. Interchange fees are set by Visa and MasterCard and are based on transaction processing volume and are recognized at the time transactions are processed.

ADVERTISING

Advertising costs are charged to operations as incurred. Advertising costs for the years ended December 31, 2008 and 2007 were $47,545 and $58,187, respectively.

RECLASSIFICATION

Certain reclassifications, which have no effect on net loss, have been made in the prior period financial statements to conform to the current presentation. Based on a comment letter from the SEC we have restated our numbers in the 2007 Statement of Cash Flows. We will be filing an amendment to our 2007 10-K in the near future.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, the Financial Accounting Standards Board ("FASB") issued FASB Statement No 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133 ("SFAS 161"). SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. We do not expect that the adoption of SFAS 161 will have a material impact on our financial condition or results of operations.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, "The Hierarchy of Generally Accepted Accounting Principles," ("SFAS 162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of

non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. SFAS 162 will be effective 60 days after the Security and Exchange Commission approves the Public Company Accounting Oversight Board's amendments to AU Section 411. The Company does not anticipate the adoption of SFAS 162 will have an impact on its financial statements.

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60" ("SFAS 163"). SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement

also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 163 will have a material impact on its financial condition or results of operation.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company is required to adopt FSP EITF 03-6-1 in the first quarter of 2009 and is currently evaluating the impact that FSP EITF 03-6-1 will have on its financial statements.

NOTE 2. NOTE RECEIVABLE

In the April 2007, we issued a note receivable for $50,000 to an independent third party. This receivable bears no interest and is convertible to a maximum of 10% of the third party's outstanding common stock in the event of default. Repayment was expected to begin in October of 2007; however, in September 2007, we have fully allowed for the entire balance of this note as uncollectable. As of December 31, 2008, we have not collected any cash from this loan nor converted the debt to common stock. However, the holder of the note acknowledges the debt as a line item in its SEC filings as recently as September 30, 2008.

NOTE 3. FIXED ASSETS

Fixed assets and accumulated depreciation consists of the following:

 Years ended
 ________________________________
 December 31, December 31,
 2008 2007
 ____________ ___________

Furniture and fixtures $ 14,750 $ 14,750
Equipment and machinery 138,257 138,257
Software 2,830,000 2,836,320
 ____________ ___________
 Subtotal 2,983,007 2,989,327
Accumulated Depreciation (2,983,007) (2,983,007)
 ____________ ___________
 $ - $ 6,320
 ============ ===========

In the second quarter of 2006, the Company entered into a lease agreement for a new accounting system for $93,000. The lease commenced in February 2006 and was terminated March 31, 2007. We had successfully negotiated a settlement to cancel this lease. The settlement agreement calls for payments of $10,000 over 7 months beginning May 31, 2007; all scheduled payments were made as of December 31, 2007.

In the third quarter of 2005, the Company engaged an outside company to customize a software package. This consulting fee was misclassed as a software license and carried with the fixed assets. In the first quarter of 2008, this misclassification was identified and the fee was adjusted to consulting fees representing an increase in consulting fees of $6,320.

NOTE 4. GOODWILL AND INTANGIBLE ASSETS

Goodwill and Intangible assets were purchased with the acquisition NEOS Merchant Solutions, Inc. The purchase price allocation at fair market values included values assigned to intangible assets and a portion allocated to goodwill. The Company has determined that the intangibles purchased have an indefinite useful life except as noted below. The provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", require the completion of an annual impairment test with any impairment recognized in current earnings.

The Company hired an outside appraisal to assist in the determination of any impairment in intangibles or goodwill for both 2008 and 2007. We have determined that at present the NEOS tradename has an indefinite live, which have been included in the Company's annual impairment analysis. In 2008 and 2007, the Company completed impairment analysis that resulted in no impairment of goodwill. In 2007, we have recognized an impairment of $3,649,711 in our merchant and gift card portfolios by writing them down to the lower of cost or market.

The Company's intangible assets consisted of the following:

 December 31,
 _____________________________
 2008 2007
 ___________ ___________

Merchant portfolios $ 1,144,378 $ 1,385,300
Tradename 435,000 435,000
 ___________ ___________
 $ 1,579,378 $ 1,820,300
 =========== ===========
Goodwill $ 87,979 $ 87,978
 =========== ===========

NOTE 5. ACCRUED EXPENSES

Accrued expenses consist of the following:

 December 31,
 _____________________________
 2008 2007
 ___________ ___________

Wages payable $ 284,311 $ 298,528
Customer deposits 103,745 40,589
Accrued expenses, other 166,280 125,189
Accrued interest 4,109 7,977
Sales tax payable 2,129 2,110
Reserve for chargebacks 32,738 38,588
 ___________ ___________
 $ 593,312 $ 512,981
 =========== ===========

NOTE 6. NOTES AND LEASES PAYABLE

Notes and leases payable consist of the following:

 December 31,
 _____________________________
 2008 2007
 ___________ ___________

Notes payable, at 6%
interest, due May 2008 $ - $ 42,613
 ___________ ___________

Current notes and leases
payable $ - $ 42,613
 =========== ===========

NOTE 7. STOCKHOLDERS' EQUITY

The authorized common stock of the Company consists of 100,000,000 shares of common shares with par value of $0.0005 and 10,000,000 shares of serial preferred stock with a par value of $0.01.

NOTE 7. STOCKHOLDERS' EQUITY - CONTINUED

In 2007, the Company has the following common stock transactions:

o Issued 1,200,000 shares for the conversion of 4,500 preferred shares.
o Issued 134,751 shares per a 2003 antidilution clause for a value of $23,042.

As of December 31, 2007, we have instructed our SEC counsel to finalize all necessary paperwork for the issuance of shares comprising the remaining $100,064 in our common stock subscription.

In 2008, the company has the following common stock transactions:

o We had 183,000 stock options vest in 2008. We had no unvested stock options as of December 31, 2008.
o Issued 250,000 shares for services valued at $250, or $0.01 per share.
o Issued $70,064 of common stock subscriptions.

PREFERRED STOCK

Collectively, the Series A Convertible Preferred Stock contain the following features:

o Dividends: Each share of Series A Preferred Stock pays a mandatory monthly dividend, at an annual rate equal to the product of multiplying (i) $100.00 per share, by (ii) six and one-half percent (6.5%). Dividends are payable monthly in arrears on the last day of each month, in cash, and prorated for any partial month periods. From and after the Effective Date of the Registration Statement, dated July 17, 2006, no further MANDATORY DIVIDENDS shall be payable on the Series A Preferred Stock.

o Liquidation Preferences: Series A Preferred Stock is entitled to be paid first out of the assets of the Corporation available for distribution to shareholders, whether such assets are capital, surplus or earnings, an amount equal to the Series A Purchase Price per share of Series A Preferred Stock held (as adjusted for any stock splits, stock dividends or recapitalizations of the Series A Preferred Stock) and any declared but unpaid dividends on such share, before any payment is made to the holders of the common stock, or any other stock of the Corporation ranking junior to the Series A Preferred Stock with regard to any distribution of assets upon liquidation, dissolution or winding up of the Corporation.

o Voting Rights: None

o Conversion Rights: Series A Preferred Stock may, at the option of the holder, be converted at any time or from time to time into fully paid and non-assessable shares of common stock at the conversion rate in effect at the time of conversion, provided, that a holder of Series A Preferred Stock at any given time convert only up to that number of shares of Series A Preferred Stock so that, upon conversion, the aggregate beneficial ownership of the Corporation's common stock is not more than 9.99% of the Corporation's common stock then outstanding. The "Conversion Price" per share for the Series A Preferred Stock shall be equal to Eighty-Five percent (85%) of the Market Price, rounded to the nearest penny; in no event shall the Conversion Price be less than $0.375 per share (the "Floor Price") or exceed $0.47 (the "Ceiling Price").

o Reservation of Stock Issuable Upon Conversion: The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock 15,000,000 shares of common stock.

The Company has converted 0 and 4,500 shares of preferred stock to 0 and 1,200,000 shares of common stock in 2008 and 2007, respectively.

NOTE 7. STOCKHOLDERS' EQUITY - CONTINUED

NET INCOME (LOSS) PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per Share". The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and restricted stock, and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss.

 For the Year Ended December 31, 2008
 _______________________________________________
 Income Shares Per-Share
 (Numerator) (Denominator) Amount
 _______________________________________________

Net income
Basic EPS: $ 64,323
 Income available to common stockholders $ 64,323 35,499,850 $ 0.00
 ======

Options - -
Preferred shares - 264,706
 ____________________________

Diluted EPS:
 Income available to common stockholders
 plus assumed conversions $ 64,323 35,764,556 $ 0.00
 ============================================

At December 31, 2007, the Company had a net loss, which resulted in no dilution of any common stock equivalents, such as options or preferred shares

NOTE 8. STOCK OPTION PLAN

The Company's 2003 Stock Option Plan (as amended) for Directors, Executive Officers, and Employees of and Key Consultants to the Company (the "Plan"), which is shareholder approved, permits the grant of share options and shares to its employees for up to 10,000,000 shares of common stock. The Company believes that such awards better align the interests of its employees and key consultants with those of its shareholders. Option awards are generally granted with an exercise price equal to market price of the Company stock at the date of grant, unless otherwise defined in the option agreement with the grantee.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company's traded common stock since the acquisition of INetEvents, Inc. in July 2003. The expected term of options granted is estimated at half of the contractual term as noted in the individual option agreements and represents the period of time that options granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options.

 2008 2007
 ____________________

Expected volatility 212.88% 212.88%
Weighted-average volatility 70.96% 70.96%
Expected dividends 0 0
Expected term (in years) 4 4
Risk-free rate 4.013% 4.013%

NOTE 8. STOCK OPTION PLAN - CONTINUED

A summary of option activity under the Plan as of December 31, 2008 and 2007, respectively, and changes during the periods then ended are presented below:

 Weighted-Average
 Remaining Aggregate
 Weighted-Average Contractual Intrinsic
Options Shares Exercise Price Term Value
________________________________________________________________________________________________________

Outstanding at December 31, 2006 4,245,000 $ 0.22 2.2 $ 835,684
Granted 3,185,000 $ 0.15
Exercised - -
Forfeited or expired - -
 ___________________________________________________________________
Outstanding at December 31, 2007 7,430,000 $ 0.19 3.5 $ 1,079,811
 ===================================================================
Exercisable at December 31, 2007 7,245,000 $ 0.19 3.5 $ 1,065,631
 ===================================================================
Outstanding at December 31, 2007 7,430,000 $ 0.19 3.5 $ 1,079,811
Granted 74,000 $ 0.15
Exercised - -
Forfeited or expired (2,000) $ 0.15 (153)
Outstanding at December 31, 2008 7,502,000 $ 0.19 3.5 $ 1,079,658

 ===================================================================
Exercisable at December 31, 2008 7,502,000 $ 0.19 3.5 $ 1,079,658
 ===================================================================

A summary of the status of the Company's nonvested shares as of December 31, 2008 and 2007, respectively, and changes during the periods then ended are presented below:

 Weighted-Average
 Grant-Date
Nonvested Shares Shares Fair Value
______________________________________________________________________

Nonvested at December 31, 2006 85,000 $ 11,448
Granted 3,100,000 244,127
Vested (3,000,000) (241,395)
Forfeited - -
 ________________________________
Non-vested at December 31, 2007 185,000 $ 14,180

 ================================
Granted - $ -
Vested (183,000) -
Forfeited (2,000) -
 ________________________________
Non-vested at December 31, 2008 - $ (0.00)
 ================================

NOTE 9. INCOME TAXES

The consolidated provision for federal and state income taxes for the years ended December 31, 2008 and 2007 are as follows:

 2008 2007
 ___________________________

 Current - State $ 2,400 $ 1,000
 Current - Federal - -
 Deferred - State (48,500) (121,000)
 Deferred - Federal (192,000) (539,000)
 Valuation allowance 238,100 659,000
 ___________________________
 Income tax provision (benefit) $ - $ -
 ===========================

NOTE 9. INCOME TAXES - CONTINUED

There were no amounts paid for federal income taxes during the years ended December 31, 2008 and 2007.

The income tax provision differs from the expense that would result from applying statutory tax rates to income before taxes because of certain expenses that are not deductible for tax purposes and the effect of the valuation allowance.

As of December 31, 2008, the Company had federal net operating loss carry forwards of approximately $12,267,000 that can be deducted against future taxable income. These tax carryforward amounts expire in 2008.

However, such carry forwards are not available to offset federal alternative taxable income. Internal Revenue Code Section 382 imposes limitations on our ability to utilize net operating losses if we experience an ownership change and for the NOL's acquired in the acquisitions of subsidiaries. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of the corporation by more than 50 percentage points over a three-year period. The value of the stock at the time of an ownership change is multiplied by the applicable long-term tax exempt interest rate to calculate the annual limitation. Any unused annual limitation may be carried over to later years.

The state operating losses will expire between 2012 and 2017 if not utilized.

The Company accounts for income taxes in accordance with Statement of SFAS No.
109 - Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109, whereby deferred taxes are provided on temporary differences arising from assets and liabilities whose bases are different for financial reporting and income tax purposes. Deferred taxes are attributable to the effects of the following items:

o Differences in calculating depreciation on property, plant and equipment, differences in calculating amortization and/or impairments on intangible assets, allowance for bad debt, and tax loss carry forwards.

The Company's total deferred tax assets and deferred tax liabilities at December 31, 2008 and 2007 are as follows:

 2008 2007
 ___________________________

Deferred tax asset - current $ - $ -

Deferred tax asset - non current 5,397,000 5,156,000
 ___________________________
 Total deferred tax asset 5,397,000 5,156,000
 ___________________________

Deferred tax liability - current - -
Deferred tax liability - non current (241,000) (262,000)
 ___________________________
 Total deferred tax liability (241,000) (262,000)
 ___________________________

Current deferred tax asset (liability) - -
Non current deferred tax asset (liability) 5,156,000 4,894,000
 ___________________________

 Net deferred tax asset (liability) 5,156,000 $ 4,894,000
 ___________________________
Valuation allowance (5,156,000) (4,894,000)
 ___________________________
Net deferred tax asset (liability) $ - $ -
 ===========================

NOTE 9. INCOME TAXES - CONTINUED

SFAS No. 109 - Accounting for Income Tax and FASB Interpretation ("FIN") No. 48
- Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109, specify that deferred tax assets are to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The valuation allowance increased $65,668 and $660,000 during the years ended December 31, 2008 and 2007 respectively, based upon management's expectation of future taxable income. The Company will continue to assess the valuation allowance and to the extent it is determined that such allowance is no longer required, the tax benefit of the net deferred tax asset will be recognized in the future.

 December 31, December 31,
 2008 2007
 ____________ ____________

Statutory federal tax (benefit) rate (35.00)% (35.00)%
Statutory state tax (benefit) rate (8.84)% (8.84)%
 ____________ ____________
 Effective income tax rate (Net) (43.84)% (43.84)%
 ____________ ____________

Valuation allowance 43.84 % 43.84 %
 ____________ ____________
Effective income tax rate 0.00 % 0.00 %
 ____________ ____________

FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has not accrued any additional interest or penalties as a result of the adoption of FIN 48.

The Company files income tax returns in the United States federal jurisdiction. With a few exceptions, the Company is no longer subject to U.S. federal, state or non-U.S. income tax examination by tax authorities on tax returns filed before December 31, 2002. The Company will file its U.S. federal return for the year ended December 31, 2008 upon the issuance of this filing. These U.S. federal returns are considered open tax years as of the date of these consolidated financial statements. No tax returns are currently under examination by any tax authorities

NOTE 10. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 30, 2006, the Company entered into an agreement for a revolving line of credit worth $1,000,000 with Worldwide Business Services Group to be used primarily for working capital. The balance due on the line was $658,536 and $606,582 as of December 31, 2008 and 2007, respectively. In the third quarter of 2006, the CEO of Worldwide Business Services Group became the Company's General Manager. Due to this, we have reflected the outstanding line of credit as related party.

Our Line of Credit with Worldwide Business Services Group matured on June 30, 2008. The Line of Credit was renewed for one year during the third quarter of 2008 and now matures on June 30, 2009.

Related party bonuses paid during the years ended December 31, 2008 and 2007 totaled $0 and $6,800, respectively.

During the year ended December 31, 2006, the Company also purchased merchant portfolios from a related party for $1,040,000. Payments of $40,000 are required for 26 months. This note contains interest of 6% per annum. This is our Notes Payable, Related Party on our accompanying balance sheet and was $0 and $400,000 as of December 31, 2008 and 2007, respectively. No portfolios were purchased in 2008 or 2007 from the related party.

NOTE 11. COMMITMENTS AND CONTINGENCIES

The Company's existing $500,000 line of credit, entered into in December 2005, was extinguished in July 2006. In July 2006, the Company entered into another line of credit agreement with the same vendor for $2,000,000. At the time of extinguishment the Company had not drawn down on the line of credit and no balance was outstanding. As of December 31, 2008, the Company has not drawn on the line of credit.

The Company is engaged in various non-cancelable operating leases for office facilities and equipment. Under the related lease agreements, the Company is obligated to make monthly payments ranging from $159 to $3,725 with expiration dates through January 2011.

Minimum future lease obligations for the five years immediately following the balance sheet date are as follows:

2009 $ 59,090
2010 11,239
2011 248
Thereafter -
 ________
Total future minimum lease commitments $ 70,577
 ========

In 2005, the Company was engaged in a operating lease for a sales office. Under the term of the lease agreement, the Company is obligated to make minimum monthly payments of $2,579 with an expiration date through August 2009. This lease was terminated in 2006.

The company leases its facilities for a total of $5,877 per month. Our current offices are located in Camarillo and Mission Viejo, California and Tampa, Florida. Total lease costs for the years ended December 31, 2008 and 2007 were $74,037 and $86,494, respectively.

In 2007, ICE was served a subpoena by the receiver for a company seized by the FTC. The receiver's counsel felt that ICE was not acting quickly enough on the subpoena so they filed a motion to hold ICE in contempt. The payment of $8,451 is to pay the attorneys' fees that the receiver incurred in filing that motion. There are no other fees or costs the receiver is alleging is owed. There are no material legal proceedings pending or, to our knowledge, threatened against us or any of our subsidiaries.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of December 31, 2008, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of International Card Establishment, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of December 31, 2008, the Company's internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting. The management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes in the Company's internal control over financial reporting have come to management's attention during the Company's last fiscal quarter that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of our board of directors serve until the next annual meeting of the stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors. Information as to our directors and executive officers is as follows:

 Name Age Position
___________________________________________________________________

William Lopshire 46 Chief Executive Officer, Secretary
 and Director

Candace Mills 53 Chief Financial Officer

The principal occupation and business experience during the last five years for each of our directors and executive officers are as follows: WILLIAM J. LOPSHIRE, Chief Executive Officer, Secretary, and a director. Mr. Lopshire co-founded International Card Establishment, Inc. with another individual in 2002, bringing 15 years of diversified experience in the fields of law, strategic planning, finance, securities, and technology. He was appointed to his present positions in January 2003. In 1989, Mr. Lopshire founded the law firm of Lopshire & Barkan (Woodland Hills, CA), specializing in corporate and securities law. Mr. Lopshire subsequently accepted a partnership in the law firm of Manning, Marder, Kass, Ellrod & Rameriz (Los Angeles, CA), where he specialized in corporate finance, securities law, mergers and acquisitions, and international business transactions. In 1999, Mr. Lopshire became a principal in a private equity group that invested in, and provided managerial support to, several developing companies in the U.S. and abroad with diverse interests ranging from automotive parts to software development. Mr. Lopshire graduated from Michigan State University in 1985, with a Bachelor of Arts degree in Business Administration/ Accounting; and earned his Juris Doctor degree from Pepperdine University School of Law in 1988. He is admitted to practice law in California and before the United States Tax Court.

CANDACE MILLS, Chief Financial Officer. Ms. Mills has over ten years of accounting and bookkeeping experience. Prior to joining the Company Ms. Mills has been employed in various accounting and managerial positions with small to medium size companies including Learning Group International, Price Waterhouse, Bugle Boy Industries, Inc. all based in Southern California. Ms. Mills owned and operated The Bookkeeper, a business that offered clients bookkeeping and accounting services, from March 2000 until being appointed as Chief Financial Officer of the Company. Ms. Mills holds an Associate of Arts in Business Management from the University of Akron where she graduated in 1982.

The officers and directors may be deemed parents and promoters of the Company as the Securities Act of 1933 defines those terms, as amended. All directors hold office until the next annual stockholders' meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and qualified. Officers of the Company serve at the will of the board of directors.

There are no agreements or understandings for any of our officers or directors to resign at the request of another person and none of the officers or directors are acting on behalf of or will act at the direction of any other person.

COMMITTEES OF THE BOARD OF DIRECTORS

Currently, the Company's Board of Directors acts as the audit committee. The Company's sole director, Mr. Lopshire, is not an "audit committee financial expert" within the applicable definition of the Securities and Exchange Commission. The Company will not have an "audit committee financial expert" until the Board is expanded and additional directors are added.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of our Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based solely upon our review of copies of Forms 3, 4 and 5, and any subsequent amendments thereto, furnished to the Company by our directors, officers and beneficial owners of more than ten percent of our common stock, we are not aware of any Forms 3, 4 and/or 5 which certain of our directors, officers or beneficial owners of more than ten percent of our common stock that, during our fiscal year ended December 31, 2008, failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

CODE OF ETHICS

The Company adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

COMPENSATION OF DIRECTORS

We do not currently pay our directors for attending meetings of our Board of Directors. We also have no standard arrangement pursuant to which our directors are compensated for any services provided as a director or for committee participation or special assignments.

ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth for the fiscal year indicated the compensation paid by our company to our Chief Executive Officer and other executive officers with annual compensation exceeding $100,000:

 SUMMARY COMPENSATION TABLE

 ANNUAL COMPENSATION

_______________________________________________________________________________________________________________________

 SUMMARY COMPENSATION TABLE
_______________________________________________________________________________________________________________________
 Nonqualified
 Non-Equity Deferred
Name and Stock Option Incentive Plan Compensation All Other
principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
position Year ($) ($) ($) ($) ($) ($) ($) ($)
_______________________________________________________________________________________________________________________

William Lopshire 2008 122,308 57,476 0 0 0 0 0 179,784

Chief Executive 2007 116,769 93,320 0 76,649 0 0 0 286,738
Officer, Director
_______________________________________________________________________________________________________________________
Candace Mills

Chief Financial 2008 61,870 12,000 0 0 0 0 0 73,870
Officer 2007 43,195 6,000 0 0 0 0 0 49,145
_______________________________________________________________________________________________________________________
Kjell Nesen 2008 122,308 57,476 0 0 0 0 0 179,784

VP of Operations 2007 116,195 93,320 0 76,649 0 0 0 286,164
_______________________________________________________________________________________________________________________
Dana Marlin 2008 122,308 57,476 0 0 0 0 0 179,784

General Manager 2007 116,769 93,320 0 76,649 0 0 0 286,738
_______________________________________________________________________________________________________________________

 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
_________________________________________________________________________________________________________________________________

 Equity
 Incentive
 Market Equity Plan
 Value Incentive Awards:
 Number of Plan Market or
 Equity of Shares Awards: Payout
 Incentive Plan Shares or Number of Value of
 Awards: or Units Units Unearned Unearned
 Number of Number of Number of of of Shares, Shares,
 Securities Securities Securities Stock Stock Units or Units or
 Underlying Underlying Underlying That That Other Other
 Unexercised Unexercised Unexercised Option Have Have Rights That Rights
 Options Options Unearned Exercise Option Not Not Have Not That Have
 (#) (#) Options Price Expiration Vested Vested Vested Not Vested
Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) (#)
_________________________________________________________________________________________________________________________________

William 1,000,000 0 0 0.21 6-30-2015 0 0 0 0
Lopshire 1,000,000 0.15 9-28-2012
_________________________________________________________________________________________________________________________________
Candace 0 10,000 0 0.15 9-28-2012 0 0 0 0
Mills
_________________________________________________________________________________________________________________________________
Kjell Nesen 1,000,000 0 0 0.21 6-30-2015 0 0 0 0
 1,000,000 0.15 9-28-2012
_________________________________________________________________________________________________________________________________
Dana Marlin 1,000,000 0 0 0.21 6-30-2015 0 0 0 0
 1,000,000 0.15 9-28-2012
_________________________________________________________________________________________________________________________________

OPTION GRANTS IN LAST FISCAL YEAR

Officers, directors, and employees received option grants as follows:

 Weighted-
 Weighted- Average
 Average Remaining Aggregate
 Exercise Contractual Intrinsic
Options Shares Price Term Value
____________________________________________________________________________________________

Outstanding at December 31, 2006 4,245,000 $ 0.22 2.2 $ 835,684

Granted 3,185,000 $ 0.15

Exercised - -

Forfeited or expired - -
 _______________________________________________________

Outstanding at December 31, 2007 7,430,000 $ 0.19 3.5 $ 1,079,811
 =======================================================
Exercisable at December 31, 2007 7,245,000 $ 0.19 3.5 $ 1,065,631
 =======================================================
Outstanding at December 31, 2007 7,430,000 $ 0.19 3.5 $ 1,079,811

Granted 74,000 $ 0.15

Exercised - -

Forfeited or expired (2,000) $ 0.15 (153)
 _______________________________________________________

Outstanding at December 31, 2008 7,502,000 $ 0.19 3.5 $ 1,079,658
 =======================================================
Exercisable at December 31, 2008 7,502,000 $ 0.19 3.5 $ 1,079,658
 =======================================================

During the year of 2004, the Company adopted a 401(k) plan for its employees. The Company does not provide matching on the employees contributions to the plan.

Other than the Company's 2003 Stock Option Plan and its 401(k) plan, no pension, profit sharing, stock option or other similar programs have been adopted by the Company for the benefit of its employees.

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

None.

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

(a) Security Ownership of Certain Beneficial Owners.

The following table sets forth the security and beneficial ownership for each class of our equity securities for any person who is known to be the beneficial owner of more than five percent of the Company as of March 19, 2009:

Title of Class Name and Address of Amount and Nature of Percent
 Beneficial Owner Beneficial Owner of Class
_________________________________________________________________________________

 Common Charles Salyer 2,250,000 6.38%
 555 Airport Way, Suite A
 Camarillo, CA 93010

 Common Randy Simoneaux 2,224,793 6.30%
 555 Airport Way, Suite A
 Camarillo, CA 93010

The total of our outstanding Common Shares as of March 19, 2009 are held by 84 shareholders of record.

(b) Security Ownership of Management.

The following table sets forth the ownership for each class of our equity securities owned beneficially and of record by all directors and officers of the Company as of March 19, 2009:

Title of Class Name and Address of Amount and Nature of Percent
 Beneficial Owner Beneficial Owner of Class
_________________________________________________________________________________

 Common William Lopshire 1,600,000 4.53%
 555 Airport Way, Suite A
 Camarillo, CA 93010

 Common Candace Mills 0 0%
 555 Airport Way, Suite A
 Camarillo, CA 93010

 Common All Officers and Directors as 1,600,000 4.53%
 a Group (Two (2) individuals)

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

On September 30, 2006, the Company entered into an agreement for a revolving line of credit worth $1,000,000 with Worldwide Business Services Group to be used primarily for working capital. The balance due on the line was $658,536 and $606,582 as of December 31, 2008 and 2007, respectively. In the third quarter of 2006, the CEO of Worldwide Business Services Group became the Company's General Manager. Due to this, we have reflected the outstanding line of credit as related party.

Our Line of Credit with Worldwide Business Services Group matured on June 30, 2008. The Line of Credit was renewed for one year during the third quarter of 2008 and now matures on June 30, 2009.

Related party bonuses paid during the years ended December 31, 2008 and 2007 totaled $0 and $6,800, respectively.

During the year ended December 31, 2006, the Company also purchased merchant portfolios from a related party for $1,040,000. Payments of $40,000 are required for 26 months. This note contains interest of 6% per annum. This is our Notes Payable, Related Party on our accompanying balance sheet and was $0 and $400,000 as of December 31, 2008 and 2007, respectively. No portfolios were purchased in 2008 or 2007 from the related party.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for professional services rendered by our principal accountants for the audit of our financial statements, for the reviews of the financial statements included in our annual report on Form 10-K, and for other services normally provided in connection with statutory filings were $56,168 and $$44,991, respectively, for the years ended December 31, 2008 and 2007.

AUDIT RELATED FEES

The Company did not incur any audited related fees and services not included Audit Fees above for the years ended December 31, 2007 or 2008.

ALL OTHER FEES

There were tax preparation fees of $11,805 billed for the fiscal years ended December 31, 2008 and 2007, respectively.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits required by Item 601 of Regulation S-B:

3.1 Amended and Restated Certificate of Incorporation of International Card
 Establishment, Inc. (incorporated by reference to the Registrant's
 Schedule 14C Definitive Information Statement filed with the Commission on
 October 1, 2003).

4.1 Certificate of Designation and Rights of Series A Convertible Preferred
 Stock of ICRD dated as of September 16, 2004 (incorporated by reference to
 our Form 8-K filed on December 10, 2004).

4.2 Amendment to the Certificate of Designation and Rights of Series A
 Convertible Preferred Stock of ICRD dated as of December 6, 2004
 (incorporated by reference to our Form 8-K filed on December 10, 2004).

31.1 Certification by Chief Executive Officer pursuant to Sarbanes Oxley
 Section 302.

31.2 Certification by Chief Financial Officer pursuant to Sarbanes Oxley
 Section 302.

32.1 Certification by Chief Executive Officer pursuant to 18 U.S. C.
 Section 1350.

32.2 Certification by Chief Financial Officer pursuant to 18 U.S. C.
 Section 1350.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATE: March 31, 2009

INTERNATIONAL CARD ESTABLISHMENT, INC.

By: /s/ WILLIAM LOPSHIRE
 __________________________________
 William Lopshire
 Chief Executive Officer
 (Principal Executive Officer),
 Secretary and Director



By: /s/ CANDACE MILLS
 __________________________________
 Candace Mills
 Chief Financial Officer
 (Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE



/s/ WILLAIM LOPSHIRE CHIEF EXECUTIVE OFFICER, MARCH 31, 2009
 ________________ SECRETARY AND DIRECTOR
 WILLAIM LOPSHIRE



/s/ CANDACE MILLS CHIEF FINANCIAL OFFICER MARCH 31, 2009
 ________________
 CANDACE MILLS

International Card Estab... (CE) (USOTC:ICRD)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025

International Card Estab... (CE) (USOTC:ICRD)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025