SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2006
MOBICLEAR INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
Pennsylvania 0-10822 25-1229323
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
One Wakonda
Dove Canyon, California 92679
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(Address of principal executive offices) (Zip Code)
(949) 466-4154
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Registrant's telephone number, including area code
BICO, INC.
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(Former name or former address, if changed since last report.)
Check the appropriate box below of the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On August 14, 2006, MobiClear Inc. f/k/a BICO, INC. (the "Company") consummated
its acquisition (the "Acquisition") of Mobiclear Limited ("Mobiclear"). The
Acquisition was consummated pursuant to and in accordance with the Stock
Purchase and Recapitalization Agreement, dated July 1, 2006, among the Company,
Mobiclear, BICO Acquisition, Inc., a wholly owned subsidiary of BICO. The Form
8-K, filed on August 14, 2006 in connection with the Acquisition, included an
independent auditors' report and financial statements of Mobiclear for the
period from December 2nd, 2005 to December 31st 2005 which included an
intangible asset relating to Mobiclear's patent and trade mark. Based on further
review of Generally Accepted Accounting Principles (GAAP), Financial Accounting
Standards Board (FASB) and Securities Exchange Commission (SEC) accounting
statements and bulletins, management determined that the financial statements of
Mobiclear as of December 31st, 2005 should be restated. The restated, audited
financials of Mobiclear are included as exhibits hereto. The intangible asset
was originally valued on the fair value of stock given by Mobiclear to a third
party. However, it has now been determined that this should have been recorded
at the historical transferor's cost basis. As there was no historical cost
basis, the intangible asset was eliminated.
The intangible asset, previously shown as $6,396,772 on 31st December,2005 was
restated to zero value with a reduction of $6,405,256 in paid in capital and
reduction of $53,753 in the accumulated deficit on the balance sheet. The income
statement and statement of cash flows for the period from December 2nd to
December 31, 2005 were also restated with a reduction in net loss of $53,753.
In addition, an amortization expense related to the intangible assets was
included in the income statement of Mobiclear as originally filed. Since these
assets of Mobiclear were eliminated, there was no amortization included in the
re-audited statements. There was also amounts payable in cash related to the
acquisition of the intangibles of $10,428 included within the income statement
of Mobiclear as originally filed which were expenses as professional fees as
part of the reaudit.
The re-audit of these financial statements was performed by the Company's
current auditors who are registered with the Public Company Accounting Standard
Board (PCAOB).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Audited financial statements of MobiClear Limited for the period from
December 2, 2005 (Inception) to December 31, 2005
Unaudited Pro Forma Condensed Consolidated Financial Information
(c) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOBICLEAR INC.
(Registrant)
Date: December 5, 2006 By: /s/ Lim Wong
--------------------------------
Lim Wong
Chief Executive Officer,
Chief Financial Officer,
and President of
MobiClear Inc.
MobiClear, Ltd.
Index to Financial Statements
CONTENTS
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Page
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Report of Independent Registered Public Accounting Firm................... 1 - 2
FINANCIAL STATEMENTS:
- ---------------------
Balance Sheet............................................................. 3
Statement of Operations................................................... 4
Statement of Stockholders' Equity......................................... 5
Statement of Cash Flows................................................... 6
Notes to Financial Statements............................................. 7 - 9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of MobiClear, Ltd.
We have audited the accompanying balance sheet of MobiClear, Ltd. (a development
stage company) as of December 31, 2005, and the related statements of
operations, stockholders' equity and cash flows for the period from December 2,
2005 (inception) through December 31, 2005. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MobiClear, Ltd. as of December
31, 2005, and the results of its operations and its cash flows for the period
from December 2, 2005 (inception) through December 31, 2005 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, MobiClear Limited is in the development stage and the
Company's ability to continue in the normal course of business is dependent upon
its ability to generate revenue and raise capital through the issuance of equity
and/or debt securities, which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding this matter are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
1
As discussed in Note 3, the balance sheet as of December 31, 2005, and the
related statements of operations, stockholders' equity and cash flows for the
period from December 2, 2005 (inception) through December 31, 2005 have been
restated.
/s/ Goff Backa Alfera and Company, LLC
- ---------------------------------------
Goff Backa Alfera and Company, LLC
Pittsburgh, Pennsylvania
December 1, 2006
2
MobiClear, Ltd.
AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM
DECEMBER 2, 2005 (INCEPTION)
TO DECEMBER 31, 2005
MobiClear, Ltd.
Balance Sheet
As of December 31, 2005
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 10,428
Accrued expenses 17,208
--------
TOTAL LIABILITIES 27,636
STOCKHOLDERS' EQUITY
Common stock (1,000 shares authorized, issued and
outstanding) 1,721
Additional paid in
capital (1,721)
Accumulated deficit since
inception (27,636)
--------
TOTAL STOCKHOLDERS'
EQUITY (27,636)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ --
========
3
MobiClear, Ltd.
Statement of Operations
For the Period from December 2, 2005 (inception) through December 31, 2005
REVENUE $ --
EXPENSES
Professional fees $ 27,636
--------
NET LOSS $ 27,636
========
4
MobiClear, Ltd.
Statement of Stockholders' Equity
For the Period from December 2, 2005 through December 31, 2005
Accumulated
Shares Par Additional Deficit
Paid-In
Outstanding Value Capital Since Inception Total
----------- ----------- ----------- ----------- -----------
Balance at December 2nd 2005
(inception) 0 $ -- $ -- $ -- $ --
Common stock issued to founders 2 3 (3) -- --
($1.7208 per share)
Common stock issued to founders 998 1,718 (1,718) -- --
($6453 per share)
Net loss -- -- -- (27,636) (27,636)
----------- ----------- ----------- ----------- -----------
Balance at December 31st, 2005 1,000 $ 1,721 $ (1,721) $ (27,636) $ (27,636)
----------- ---------- ----------- ----------- -----------
5
Statement of Cash Flows
As of December 31, 2005
Net Income (Loss) $(27,636)
Increase (decrease) in liabilities
Accounts payable 10,428
Accrued liabilities 17,208
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Total increase (decrease) in
liabilities 27,636
Cash Flows provided by/(used in) operating activities $ --
--------
Cash at beginning of period $ --
Cash at end of period $ --
========
6
MOBICLEAR LIMITED
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
================================================================================
=========
Period From December 2, 2005 (Inception) To December 31, 2005
- - -----------------------------------------------------------
1. Summary of Significant Accounting Policies
Description of business
-----------------------
Mobiclear (the "Company"), a United Kingdom corporation, was formed on
December 2, 2005. The Company is engaged in the design and development of
software technology. The Company is in the development stage as its
operations to date have principally involved organizational activities and
the development of the Company's initial product. The Company has not
generated revenue to date.
Basis of presentation
---------------------
The accompanying financial statements have been prepared using the accrual
basis of accounting.
Going concern
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The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company has not yet generated revenue and incurred a net
loss of $27,636 for the period from December 2, 2005 (inception) to
December 31, 2005. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management of the Company
intends to raise additional funds through future offerings of the Company's
stock. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the event the
Company cannot continue in existence.
Use of estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from
those estimates.
7
MOBICLEAR LIMITED
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements (continued)
================================================================================
=========
Period From December 2, 2005 (Inception) To December 31, 2005
- - -----------------------------------------------------------
1. Summary of Significant Accounting Policies (continued)
Foreign Currency Transactions
-----------------------------
Foreign currency transactions at foreign operations are measured using the
U.S. dollar as the functional currency. Accordingly, monetary accounts
(principally cash and cash equivalents, accounts receivable, accounts
payable, and accrued liabilities) are remeasured into U.S. dollar using the
foreign exchange rate at the balance sheet date. Operational accounts and
non-monetary balance sheet accounts are remeasured at the rate in effect at
the date of a transaction. The effects of foreign currency remeasurement
are reported in current operations and were immaterial for the period
presented.
2. Subsequent Event
On June 5, 2006, the Company issued a stock dividend of 3,740 shares of
common stock to existing shareholders.
3. Re-issued Financial Statements
On August 14, 2006, MobiClear Inc. f/k/a BICO, Inc. (the "Company")
consummated its acquisition (the "Acquisition") of MobiClear Limited
("MobiClear"). The Acquisition was consummated pursuant to and in
accordance with the Stock Purchase and Recapitalization Agreement, dated
July 1, 2006, among the Company, MobiClear, BICO Acquisition, Inc., a
wholly owned subsidiary of BICO. The Form 8-K, filed on August 14, 2006 in
connection with the Acquisition, included an independent auditors' report
and financial statements of MobiClear for the period from December 2, 2005
to December 31, 2005 which included an intangible asset relating to
MobiClear's patent and trade mark. Based on further review of Generally
Accepted Accounting Principles (GAAP), Financial Accounting Standards Board
(FASB) and Securities Exchange Commission (SEC) accounting statements and
bulletins, management determined that the financial statements of MobiClear
as of December 31st, 2005 should be restated. The restated, audited
financials of MobiClear are included as exhibits hereto. The intangible
asset was originally valued on the fair value of stock given by MobiClear
to a third party. However, it has now been determined that this should have
been recorded at the historical transferor's cost basis. As there was no
historical cost basis, the intangible asset was eliminated.
8
The intangible asset, previously shown as $6,396,772 on 31st December, 2005
was restated to zero value with a reduction of $6,405,256 in paid in
capital and reduction of $53,753 in the accumulated deficit on the balance
sheet. The income statement and statement of cash flows for the period from
December 2nd to December 31, 2005 were also restated with a reduction in
net loss of $53,753.
9
Mobiclear, Inc f/k/a BICO, Inc. Pro Forma Consolidated Balance Sheet
as of March 31, 2006 (unaudited)
Total per Adjustments Revised total
original (see note 2)
8K filing
----------- ----------- -----------
ASSETS
- -----------------------------
Current Assets:
Cash and equivalents $ 259 -- $ 259
Total Current Assets 259 -- 259
Intangible assets 7,300,571 (7,300,571) 0
----------- -----------
Total Assets $ 7,300,830 ($7,300,571) $ 259
=========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
- -----------------------------
Current Liabilities:
Accounts payable and accrued expenses $ 977,188 -- $ 977,188
----------- -----------
Total Current Liabilities 977,188 -- 977,188
Stockholders' Equity (Deficiency)
Common Stock 28,908 -- 28,908
Capital in excess of par value 6,329,646 (6,440,098) (110,452)
Deficit (84,606) (860,473) (895,079)
50,000
Accumulated other comprehensive loss (306) -- (306)
----------- -----------
Total Stockholders' Equity (Deficiency) 6,273,642 -- (976,929)
----------- -----------
Total Liabilities and Stockholders' $ 7,300,830 ($7,300,571) $ 259
Equity (Deficiency) =========== ===========
Mobiclear Inc. f/k/a BICO, Inc. Pro Forma Loss Per Share
for the Period from December 2, 2005 (inception) to December 31, 2005
- --------------------------------------------------------------------------------
Total per Adjustments Revised total
original (see note 2)
8K filing
----------- ----------- -----------
Net Income (Loss) ($197,475) $ 43,326 ($154,149)
=========== ===========
loss per common share
basic $ 0.00 $ 0.00
diluted $ 0.00 $ 0.00
weighted average shares
basic 289,076,865 289,076,865
diluted 289,076,865 289,076,865
Mobiclear Inc, f/k/a BICO, Inc. Pro Forma Condensed
Consolidated Statement of Operations
for the Three Months Ended March 31, 2006 (unaudited)
- --------------------------------------------------------------------------------
Total per Adjustments Revised total
original (see note 2)
8K filing
----------- ----------- -----------
Net Income (Loss) ($127,988) ($860,473) ($988,461)
=========== ===========
loss per common share
basic $ 0.00 $ 0.00
diluted $ 0.00 $ 0.00
weighted average shares
basic 289,076,865 289,076,865
diluted 289,076,865 289,076,865
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
1. Basis of Presentation
The financial information is presented, for informational purposes only, on the
same basis as the original 8K, filed on August 14, 2006, with adjustments made
relating to the restatement of the intangible asset as described in this report.
The original presentation basis was for informational purposes only, combining
both Bico Inc and Mobiclear Ltd financial statements at the dates shown above
and was not necessarily indicative of actual results. The merger was finally
effected on August 14, 2006 for accounting purposes. These pro-forma statements
should therefore be read in conjunction with the actual financial statements on
Form 10-QSB for the period ended September 30, 2006 which reflect the actual
results. The financial statements shown above are consolidations of the original
Bico Inc and Mobiclear Ltd statements and use the new company name Mobiclear,
Inc, previously Bico, Inc, following the merger with Mobiclear Ltd.
2. Pro Forma Adjustments
On the balance sheet, the value intangible asset has been restated in line with
the re-audit detailed in this report.
In addition, $860,473 of costs, primarily relating to research and development
which were capitalized under the intangible asset in the original 8K, have been
adjusted and restated as expenses. The deficit, shown as $84,606 in the original
8K, should have been shown as $34,606 and the adjustment of $50,000 has been
made to the deficit only.