UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
(Mark One)
 
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 
¨    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSIONFILE NUMBER 333-143761
  
3DICON CORPORTION
(Name of small business issuer in its charter)
 
OKLAHOMA
73-1479206
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

6804 South Canton Avenue, Suite 150, Tulsa, OK 74136
(Address of principal executive offices) (Zip Code)

Issuer's telephone Number: (918) 494-0505
 
Securities registered under Section 12(b) of the Exchange Act: None.
 
Securities registered under Section 12(g) of the Exchange Act: None
 
Indicate by check mark is the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨   No x

Indicate by check if the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes ¨   No x
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ¨  No ¨

Indicate by check if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) 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-KSB or any amendment to this Form 10-K.  ¨

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

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨   No x
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the average bid and asked price of such common equity as of June 30, 2010 was $1,499,195.
 
As of March 23, 2011, the issuer had 968,592,874 outstanding shares of Common Stock.

 
 

 

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

   
Page
PART I
Item 1.
Business
3
Item 1A.
Risk Factors
7
Item 1B.
Unresolved Staff Comments
11
Item 2.
Properties
11
Item 3.
Legal Proceedings
11
Item 4.
Reserved
11
     
PART II
Item 5.
Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
12
Item 6.
Selected Financial Data
13
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operation
14
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
20
Item 8.
Financial Statements and Supplementary Data
20
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
20
Item 9A.
Controls and Procedures
21
Item 9B.
Other Information
21
     
PART III
Item 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(A) of the Exchange Act
21
Item 11.
Executive Compensation
24
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
26
Item 13.
Certain Relationships and Related Transactions, and Director Independence
27
Item 14.
Principal Accountant Fees and Services
27
PART IV
Item 15.
Exhibits
28
 
 
 

 

PART I

ITEM 1. BUSINESS

Corporate History

3DIcon Corporation ("the Company") was incorporated on August 11, 1995, under the laws of the State of Oklahoma as First Keating Corporation. Our articles of incorporation were amended August 1, 2003 to change the name to 3DIcon Corporation. The initial focus of First Keating Corporation was to market and distribute books written by its founder, Martin Keating. During 2001, First Keating Corporation began to focus on the development of 360-degree holographic technology. The effective date of this transition is January 1, 2001. We have accounted for this transition as reorganization and accordingly, restated its capital accounts as of January 1, 2001. At the inception on January 1, 2001, our primary activity was the raising of capital in order to pursue its goal of becoming a significant participant in the formation and commercialization of interactive, optical holography for the communications and entertainment industries.

In April 2004, we engaged the University of Oklahoma ("OU" or the "University") to conduct a pilot study to determine the opportunity and feasibility for the creation of volumetric three dimensional communication systems.

On July 15, 2005, we entered into a Sponsored Research Agreement ("SRA") with the University ("Phase II"), which expired on January 14, 2007. Under this agreement, the University conducted a research project entitled "Investigation of 3-Dimensional Display Technologies".

On February 23, 2007, we entered into an SRA with the University ("Phase III") which expired on March 31, 2010. Under this agreement, the University conducted a research project entitled "3-Dimensional Display Development".

In the fourth quarter of 2007 we announced the release of our first product, "Pixel Precision". On February 12, 2009, version 2.0 of Pixel Precision was released to expand its capabilities and provide new compatibility with Texas Instrument's newly released DLP® Discovery 4000 kits.  This is a companion software application to the DMD Discovery ™ line of products manufactured by Texas Instruments®.
 
The Oklahoma Center for the Advancement of Science and Technology ("OCAST") approved our application for funding of a matching grant titled 800 Million Voxels Volumetric Display, on November 19, 2008.  The two-year matching grant, totaling $299,932, had a start date of January 1, 2009.  The award was for a maximum of $149,940 for 2009 and 2010.  We requested a no cost extension for the first year.  OCAST approved our request and extended our first year contract to August 31, 2010.  Funding beyond August 31, 2010 has been approved based upon the satisfactory performance evaluation by OCAST.

General Overview

We are a development stage company. Our mission is to pursue, develop and market full-color volumetric 3-D technology. Through a Sponsored Research Agreement with the University of Oklahoma, we have obtained the exclusive world-wide marketing rights to certain 3D display technologies under development by the University. The development to date has resulted in the University filing seven provisional patents; six of the seven provisional patents have been combined and converted to four utility patents. On May 26, 2009, the United States Patent and Trademark Office ("USPTO") has approved the pending patent called "Volumetric liquid crystal display" for rendering a three-dimensional image and converted it to US patent No. 7,537,345. On December 28, 2010, USPTO has approved the pending patent called “Light Surface Display for Rendering a Three-Dimensional Image,” and issued the United State Patent No. 7,858,913.  At this time, we do not own any intellectual property rights in these technologies, and, apart from the Sponsored Research Agreement with the University, have no contracts or agreements pending to acquire such rights or any other interest in such rights. We plan to market the technology and the intellectual property developed by the University and our staff by targeting various industries, such as retail, manufacturing, entertainment, medical, healthcare, transportation, homeland security and the military. On April 6, 2009, we filed a provisional patent on an emissive two-dimensional (“2D”) screen that is controlled and driven by a standard digital light projector or other optical input source. This provisional patent is called "Flexible/inflexible front/back projection screen or display" and owned solely by 3DIcon Corporation.   Through the current agreement with the University of Oklahoma, OU filed continuation patent application on November 19, 2010, called “3D Light Surface Display,”   This application provides additional protections of our CSpace®™ technology.

 
3

 

Overview of Development of 3D Technology

Pursuant to the Sponsored Research Agreement, a portfolio of 3D Display Technologies is being developed in using the following approaches:

 
·
I – Swept Volume Displays - We have successfully achieved the initial demonstration and proof of technology for this approach.
 
·
II – Static Volumetric Displays - Under Glass
 
·
III – Stacked Volume Displays - We also have investigated the technologies for developing innovative Stacked Volumetric Displays.

 The Swept Volume Display is designed to be a 3D display system showing a volumetric image generated from an electronic medium. A proof-of-concept demonstration was achieved by the researchers around September 2007. The Swept Volume Display R&D entered into the subsequent second stage of improvement and development in 2008. Additional work on this particular approach has been deferred indefinitely because of the success and initial superiority of the CSpace®™ technology.
  
The Static Volume Display technology will employ the DMD using infra-red lasers to produce 3D images in advanced transparent nanotechnology materials, thereby enabling the creation, transmission and display of high resolution 3D images within a volume space, surrounded by glass or transparent screen. The initial investigation for the Static Volume system commenced in 2007. On September 2008, we built a laboratory prototype for CSpace®™ and demonstrated the creation of true 3D images within specified image space. New developments for eliminating the distortion occurred by the divergence of the constructed 3D image have been presented at the SPIE Europe Security & Defense conference in Berlin, Germany in August 2009. Improvements for the optical systems utilized by CSpace®™ with the latest achieved resolution were published on October 2009 in IEEE/OSA Journal of Display Technology titled "Static Volumetric Three-Dimensional Display". On February 15, 2010, at the SPIE Medical Imaging conference, we presented the latest software developments that allow reading digital imaging and communication in medicine ("DICOM") formats whether scanned by ultrasound devices, magnetic resonance imaging ("MRI"), or computed tomography ("CT") scanners. With this new software architecture, CSpace®™ would have the capability of displaying medical images within binary 3D volume.

On April 14, 2010, at the OSA Digital Holography and Three-Dimensional Imaging conference in Miami, FL, we presented an increase in brightness of the constructed 3D images.  On September 23, 2010, at the SPIE Europe Security & Defense conference in Toulouse, France, we presented new implementations to reduce flicker of the 3D Images constructed by CSpace®™ display.  In November 2010, we published a new method of rendering 3D Images using a rotational-slicing technique at the Journal of the Society for Information Display . In December 2010, we published the utilization of new materials for CSpace®™ image space at the Journal of the Society for Information Display . In April 2011, new developments that allow CSpace®™ to perfectly fit applications such as Air Traffic Control was published in the IEEE/OSA Journal of Display Technology.
 
University of Oklahoma - Sponsored Research Agreement

On April 20, 2004, we entered into a Sponsored Research Agreement entitled "Investigation of Emerging Digital Holography Technologies" ("Phase I") with the University, which expired October 19, 2004. We paid the University $14,116 pursuant to this agreement. The purpose of this agreement was to conduct a pilot study to investigate digital holography as a candidate technology for the development of three-dimensional ("3D") imaging and visualization systems. The purpose of the pilot study was to investigate the current state-of-the-art research and development activities taking place in the field of digital holography, particularly emerging technologies. The scope of work for the study encompassed the following tasks:

 
·
Literature review to determine key leading edge research in relevant areas;
 
·
Review of related commercial products to identify technological approaches and potential competitors and/or partners;
 
·
Preliminary patent review; and
 
·
Recommendations for product research and development directions.

On July 15, 2005, we entered into a Sponsored Research Agreement with the University, which expired on January 14, 2007. Under this agreement, the University conducted a research project entitled "Investigation of 3-Dimensional Display Technologies" and the Company agreed to pay the University $453,584 at various dates from November 10, 2005 through July 15, 2006 to cover the costs of the research. The goals for this research were as follows:

 
·
Produce patentable and/or copyrightable intellectual property;
 
·
Produce proof-of-concept technology that demonstrates the viability of the intellectual property;
 
·
Assess opportunities for manufacturing technological products in Oklahoma;
 
·
Investigate magnetic nanospheres (“MNs”) for use as a projection media;
 
·
Develop a control platform to actively distribute MNs in an unbounded volumetric space;
 
·
Investigate the doping of MNs with fluorescent materials for light emission at different wavelengths, i.e., develop fluorescent MNs ("FMNs");
 
 
4

 
 
 
·
Evaluate other display medium technologies for potential strategic partnerships;
 
·
Evaluate the most appropriate (from a cost-to-benefit standpoint) solid-state light sources for projection applications;
 
·
Develop software for displaying ideal 3D images; and
 
·
Investigate software interface issues with other image capture technologies.
 
The final payment of $226,792, due on July 15, 2006, was not paid. On November 1, 2006 the Sponsored Research Agreement was modified to provide $125,259 additional funding, extend the term of the agreement through March 31, 2007, and revise the payment schedule to combine the July 15, 2006 remaining balance due of $226,792 with the additional funding into a revised payment schedule. Under the terms of the agreement, we agreed to pay the combined remaining obligation of $352,051 in four equal monthly installments of $88,013 beginning on December 31, 2006 through March 31, 2007.

On February 23, 2007, we entered into a Sponsored Research Agreement with the University of Oklahoma ("Phase III") which expired on March 31, 2010. Under this agreement, the University conducted a research project entitled "3-Dimensional Display Development". We agreed to pay the University $3,468,595 in monthly installments ranging from $92,263 to $112,777 beginning on April 30, 2007 and ending on March 31, 2010.

On October 31, 2008, OU agreed to revise the payment terms under the SRA from a fixed monthly payment to a reimbursable cost payment basis effective September 1, 2008. As of September 30, 2008 we had a remaining obligation under the previous SRA payment schedule of $2,665,818 which included monthly payments due for December 2007 through August 31, 2008 totaling $861,131. The $1,804,687 balance of the remaining scheduled payment obligation was cancelled. Under the terms of the revised base payments schedule, the arrearages would be paid in nine monthly base installments from October 31, 2008 to June 30, 2009 of amounts ranging from $35,000 to $101,132 leaving a remaining balance after the base payments of $290,000. In addition to the monthly base payments, we agreed to make additional payments on the $861,131 arrearages based on a formula of 50% of funding in excess of $120,000 plus the base monthly payment. In the event funding did not provide for any additional payments, the remaining balance would be $290,000, which OU agreed to accept 4,264,707 shares of our common stock based on the October 14, 2008 market price as reported on the OTC Bulletin Board of $0.068 per share as payment on June 30, 2009. We had the option to repurchase the shares at $0.068 per share by September 30, 2009 or at market value, but not less than $0.068 per share, if the repurchase occurred after September 30, 2009.

On May 18, 2009, the University agreed to revise the payment terms. Under the terms of the revised base payments schedule, the arrearages scheduled to be paid in nine monthly base installments from October 31, 2008 to June 30, 2009 of amounts ranging from $35,000 to $101,132 were deferred to a monthly payment schedule of July 2009 through February 2010.
 
On February 19, 2010, OU agreed to modify the repayment plan to retire the remaining arrearages outstanding of $525,481. Under the terms of the modified repayment plan the Company agreed to make payments to the University, not less than quarterly, in an amount equal to 22.5% of any funding received by the Company. The first quarterly payment was due to the University on April 30, 2010. These repayment terms were to remain in effect until the outstanding debt was retired.

On December 1, 2010, the Company entered into an agreement (the "Agreement") with OU pursuant to which OU agreed to convert all sums due to it from the Company in connection with its SRA with the Company, which as of December 1, 2010 amounted to approximately $485,000, into an aggregate of 59,000,000 shares of the Company's common stock (the "Shares"). As a result of the debt conversion, OU became the holder of approximately 8% of the outstanding common stock of the Company. Pursuant to the Agreement, the Shares are subject to a put option allowing OU to require the Company to purchase certain of the Shares upon the occurrence of certain events. In addition, the Shares are subject to a call option allowing the Company to require OU to sell to the Company the Shares then held by OU in accordance with the terms of the Agreement.
 
The Agreement also amended the existing agreements between the Company and OU such that all intellectual property, including all inventions and or discoveries, patentable or un-patentable, developed before July 28, 2008 by OU under the SRA is owned by OU. All intellectual property, including all inventions and/or discoveries, patentable or un-patentable, developed jointly by the Company and OU at any time is jointly owned by the Company and OU. Finally, all intellectual property developed by the Company after July 28, 2008, including all inventions and or discoveries, patentable or un-patentable, is owned by the Company.   

During the years ended December 31, 2010 and 2009, the Company charged operations $43,884 and $64,084, respectively, pursuant to the SRA. At December 31, 2010, the Company owed the University $4,203 in aggregate monthly payments.

We own all worldwide rights to commercial and government usage of the intellectual property being developed by the University. The University has applied for the following patents with the U.S. Patent and Trademark Office:
 
 
5

 

Description of Provisional
Patent Application as Filed
 
Description of Utility
Patent Application
Filing (Combined)
 
Date of Filing
 
Grant
Date of
U.S.
Patent
 
European
Pending
Patent-
Date of
Filing
 
Japanese
Pending
Patent-
Date of
Filing
Swept Volume Display
 
Swept Volume Display
 
September 2006
           
                     
Colorful Translation Light Surface 3D Display
Colorful Translation 3D Volumetric Display
3D Light Surface Display
 
Light Surface Display for Rendering Three-Dimensional Image (Combined)
 
April 2007
 
 December 28, 2010
 
April 2007
 
April 2007
                     
Volumetric Liquid Crystal Display
 
Volumetric Liquid Crystal Display for Rendering Three-Dimensional Image (Combined)
 
April 2007
 
May 2009
       
                     
Computer System Interaction with DMD
 
Computer System Interaction with DMD
 
January 2008
           
                     
Virtual Moving Screen for Rendering Three Dimensional Image
  
Virtual moving screen for rendering a three-dimensional image
  
January 2008
  
 
  
 
  
 
                     
Marketing and Product Development

We produced our first product "Pixel Precision" in 2007. The product has been made commercially available through a sales and distribution arrangement with Digital Light Innovations that was signed March 6, 2008. This product is a result of our research efforts involving the use of the DMD. The product is targeted at the application development market involving the use of DMDs, specifically the DMD-Discovery™ line from Texas Instruments™.

We do not have any products, services or technologies in the area of Three Dimensional Displays as yet. We envision the sale of co-produced products with partners in various industry verticals, the licensing of University-owned technology, or a combination thereof.

We have identified the following potential markets and uses for the technology being developed by the University:
 
 
·
Medical Imaging (CT, MRI, Dental);
 
·
Digital Displays: Large Format, Retail Advertising;
 
·
Air Traffic Systems, Traffic Planning, Town Planning;
 
·
Pharmaceutical and Bio-Medical Research;
 
·
Homeland Defense and Security(Baggage and Cargo Scanning);
 
·
Architectural Plans and Virtual Structures;
 
·
Interactive Entertainment;
 
·
Geo-Spatial Applications;
 
·
Casino Gaming;
 
·
Military Applications;
 
·
Engineering and Geospatial Exploration
 
·
Military Performance (mission planning, tactical awareness, decision support, and post engagement assessment)
 
·
Space Transportation Systems;
 
·
Earth Science Research;
 
·
Education and Training Applications; and
 
·
Entertainment Applications (video games).

Competition
 
There are numerous technologies which are under development to enable the display of 3D images. The following is a summary of research being conducted and products under development in the 3D display system marketplace of which we are currently aware:

 
·
LightSpaceDepthCube™ from LightSpace Technologies, Inc.
 
·
Felix 3D Displays
 
·
Perspecta Spatial 3D Display from Actuality Systems
 
·
3D Technology Laboratories

Employees

We had three full-time employees as of December 31, 2010, Martin Keating, Chief Executive Officer, Dr. Hakki Refai, Chief Technology Officer, and Ms. Judith Keating, Company Secretary and Director of Investor Relations. None of our employees are covered by a collective bargaining agreement. We consider relations with our employees to be good.
 
 
6

 

ITEM 1A. RISK FACTORS

Risks Relating to Our Business:

We have a limited operating history, as well as a history of operating losses.
 
We have a limited operating history. We cannot assure you that we can achieve revenue or sustain revenue growth or profitability in the future. We have a cumulative net loss of $14,100,651 for the period from inception (January 1, 2001) to December 31, 2010. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. Unanticipated problems, expenses, and delays are frequently encountered in establishing a new business and marketing and developing products. These include, but are not limited to, competition, the need to develop customers and market expertise, market conditions, sales, marketing and governmental regulation. Our failure to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail our operations. Revenues and profits, if any, will depend upon various factors. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on our business.

Currently, our only significant assets are our Sponsored Research Agreement with the University and the exclusive license agreement covering the technology on which the University and Dr. Hakki Refai are currently working. Our ability to accomplish our business plan relies entirely on the ability of the University and Dr. Refai to successfully develop marketable 3D communications technology.

Our only significant assets at the present time are our Sponsored Research Agreement with the University and the exclusive license agreement covering the technology on which the University and Dr. Refai are currently working. In October 2008, Dr. Hakki Refai, the former chief researcher at the University joined the Company as our Chief Technology Officer. Any technology independently developed by Dr. Refai subsequent to October 2008, will be the sole property of 3DIcon. If we or the University researchers are not successful in developing 3D communications technology that we have envisioned in our business plan, our ability to generate revenues from marketing of the product or technologies on which our business plan is based will be severely impacted, which could threaten the very existence of the Company.

Even if we or the University researchers and Dr. Refai are successful in developing 3D communications technology, because of the revolutionary nature of such technology (i.e., no similar technology currently exists, and there are numerous unknowns relating to the technology, such as manufacturing costs and operational costs), there can be no assurance that our marketing plans for the technology will be successful.

Therefore, the fact that our success depends significantly on our efforts to develop a technologically challenging new product that will be in a form readily marketable and acceptable to a given market, and our ability to then successfully market such technology, makes an investment in the Company much more risky than a comparable investment in other companies that may have a broad range of existing, proven products.

We may not be able to compete successfully.

Although the volumetric 3D imaging and display technology that we are attempting to develop is new, and although at present we are aware of only a limited number of companies that have publicly disclosed their attempts to develop similar technology, we anticipate a number of companies are or will attempt to develop technologies/products that compete or will compete with our technologies. Further, even if we are the first to market with a technology of this type, and even if the technology is protected by patents or otherwise, because of the vast market and communications potential of such a product, we anticipate the market will be flooded by a variety of competitors (including traditional communications companies), many of which will offer a range of products in areas other than those in which we compete, which may make such competitors more attractive to prospective customers. In addition, many if not all of our competitors and potential competitors will initially be larger and have greater financial resources than we do. Some of the companies with which we may now be in competition, or with which we may compete in the future, have or may have more extensive research, marketing and manufacturing capabilities and significantly greater technical and personnel resources than we do, even given our relationship to the University, and may be better positioned to continue to improve their technology in order to compete in an evolving industry. Further, technology in this industry may evolve rapidly once an initially successful product is introduced, making timely product innovations and use of new technologies essential to our success in the marketplace. The introduction by our competitors of products with improved technologies or features may render any product we initially market obsolete and unmarketable. If we do not have available to us products that respond to industry changes in a timely manner, or if our products do not perform well, our business and financial condition will be adversely affected.

 
7

 

The technologies being developed may not gain market acceptance.

The products that we are currently developing utilize new technologies. As with any new technologies, in order for us to be successful, these technologies must gain market acceptance. Since the technologies that we anticipate introducing to the marketplace will exploit or encroach upon markets that presently utilize or are serviced by products from competing technologies, meaningful commercial markets may not develop for our technologies.

In addition, the development efforts of 3DIcon and the University on the 3D technology are subject to unanticipated delays, expenses or technical or other problems, as well as the possible insufficiency of funding to complete development. Our success will depend upon the ultimate products and technologies meeting acceptable cost and performance criteria, and upon their timely introduction into the marketplace. The proposed products and technologies may never be successfully developed, and even if developed, they may not satisfactorily perform the functions for which they are designed. Additionally, these may not meet applicable price or performance objectives. Unanticipated technical or other problems may occur which would result in increased costs or material delays in their development or commercialization.
 
If we are unable to successfully retain existing management and recruit qualified personnel having experience in our business, we may not be able to continue our operations.
 
Our success depends to a significant extent upon the continued services of Martin Keating, our Chairman and Chief Executive Officer, and Dr. Hakki Refai, our Chief Technology Officer.  Our success also depends on our ability to attract and retain other key executive officers.

Our auditors have expressed substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors will lose their entire investment.

In their report dated March 31, 2011, our auditors have expressed substantial doubt about our ability to continue as a going concern. These concerns arise from the fact that we are a development stage organization with insufficient revenues to fund development and operating expenses. If we are unable to continue as a going concern, you could lose your entire investment in us.

We will need significant additional capital, which we may be unable to obtain.

Our capital requirements in connection with our development activities and transition to commercial operations have been and will continue to be significant. We will require approximately $2.5 million additional funds over the next two years to continue research, development and testing of our technologies, to obtain intellectual property protection relating to our technologies when appropriate, and to improve and market our technologies. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

Risks Relating to Our Current Financing Arrangements:

There are a large number of shares underlying our convertible debentures, and warrants that may be available for future sale and the sale of these shares may depress the market price of our common stock.

As of March 23, 2011, we had 968,592,874 shares of common stock issued and outstanding and convertible debentures outstanding that may be converted into an estimated 162,921,502 shares of common stock at current market prices. The number of shares of common stock issuable upon conversion of the outstanding convertible debentures may increase if the market price of our stock declines. We also have outstanding warrants issued to Golden State Equity Investors, Inc. f/k/a Golden Gate Investors ("Golden State") to purchase 884,160 shares of common stock at an exercise price of $10.90. The sale of the shares underlying the convertible debentures and warrants may adversely affect the market price of our common stock.

Our obligation to issue shares upon conversion of our convertible debentures is essentially limitless.

 
8

 

The conversion price of our convertible debentures is continuously adjustable, which could require us to issue a substantially greater number of shares, which will cause dilution to our existing stockholders.  

The following is an example of the amount of shares of our common stock that are issuable, upon conversion of our 4.75% $100,000 convertible debenture (excluding accrued interest) issued to Golden State on November 3, 2006, based on the remaining principal balance of $88,416 and market prices 25%, 50% and 75% below the market price as of March 23, 2011 of $0.0755.

% Below
Market
   
Price Per
Share
   
Effective
Conversion
Price
   
Number
of Shares
Issuable(1)
   
% of
Outstanding
Stock
 
  25 %   $ 0.0566     $ 0.0453       213,812,432       22 %
  50 %   $ 0.0378     $ 0.0302       321,160,728       33 %
  75 %   $ 0.0188     $ 0.0151       643,205,615       66 %

(1) Shares issuable exclude 884,160 shares underlying the remaining warrants exercisable at $10.90 per share.

The following is an example of the amount of shares of our common stock that are issuable, upon conversion of the $1.25 million convertible debenture issued to Golden State on January 15, 2008 (the "Second Debenture") (excluding accrued interest), based on the principal balance of $189,120 and market prices 25%, 50% and 75% below the market price as of March 23 2011 of $0.0755.

           
Effective
   
Number
   
% of
 
% Below
   
Price Per
   
Conversion
   
of Shares
   
Outstanding
 
Market
   
Share
   
Price
   
Issuable
   
Stock
 
  25 %   $ 0.0566     $ 0.0510       3,710,957       0.4 %
  50 %   $ 0.0378     $ 0.0340       5,566,436       0.6 %
  75 %   $ 0.0188     $ 0.0170       11,132,871       1.1 %

As illustrated, the number of shares of common stock issuable upon conversion of our convertible debentures will increase if the market price of our stock declines, which will cause dilution to our existing stockholders.

The continuously adjustable conversion price feature of our convertible debentures may encourage investors to make short sales in our common stock, which could have a depressive effect on the price of our common stock.

So long as the market price of our stock is below $4.00, the issuance of shares in connection with the conversion of the $100,000 convertible debenture results in the issuance of shares at an effective 20% discount to the trading price of the common stock prior to the conversion. So long as the market price of our stock is below $2.00 the issuance of shares in connection with the conversion of the Second Debenture results in the issuance of shares at an effective 10% discount to the trading price of the common stock prior to the conversion. The significant downward pressure on the price of the common stock as the selling stockholder converts and sells material amounts of common stock could encourage short sales by investors. This could place further downward pressure on the price of the common stock. The selling stockholder could sell common stock into the market in anticipation of covering the short sale by converting their securities, which could cause the further downward pressure on the stock price. In addition, not only the sale of shares issued upon conversion or exercise of debentures and warrants, but also the mere perception that these sales could occur, may adversely affect the market price of the common stock.

 
9

 

The issuance of shares upon conversion of the convertible debentures and exercise of outstanding warrants may cause immediate and substantial dilution to our existing stockholders.

The issuance of shares upon conversion of our convertible debentures and exercise of warrants may result in substantial dilution to the interests of other stockholders since the selling stockholder may ultimately convert and sell the full amount issuable on conversion. Although Golden State may not convert its convertible debentures and/or exercise their warrants if such conversion or exercise would cause it to own more than 9.9% of our outstanding common stock, this restriction does not prevent the selling stockholder from converting and selling some of their holdings and then converting the rest of their holdings. In this way, assuming the market price remains at a level acceptable to the selling stockholder, the selling stockholder could continue on a "conversion-sell-conversion" trend while never holding more than 9.9% of our common stock. Further, under the convertible debentures there is theoretically no upper limit on the number of shares that may be issued, which will have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock.

If we are unable to issue shares of common stock upon conversion of the convertible debenture as a result of our inability to increase our authorized shares of common stock or as a result of any other reason, we are required to pay penalties to Golden State, redeem the convertible debenture at 130% and/or compensate Golden State for any buy-in that it is required to make.
 
If we are unable to issue shares of common stock upon conversion of the convertible debenture as a result of our inability to increase our authorized shares of common stock or as a result of any other reason, we are required to:
 
 
·
Pay late payments to Golden State for late issuance of common stock upon conversion of the convertible debenture, in the amount of $100 per business day after the delivery date for each $10,000 of convertible debenture principal amount being converted or redeemed;
 
·
In the event we are prohibited from issuing common stock, or fail to timely deliver common stock on a delivery date, or upon the occurrence of an event of default, then at the election of Golden State, we must pay to Golden State a sum of money determined by multiplying up to the outstanding principal amount of the convertible debenture designated by Golden State by 130%, together with accrued but unpaid interest thereon; and
 
·
If ten days after the date we are required to deliver common stock to Golden State pursuant to a conversion, Golden State purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by Golden State of the common stock which it anticipated receiving upon such conversion (a "Buy-In"), then we are required to pay in cash to Golden State the amount by which its total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds the aggregate principal and/or interest amount of the convertible debenture for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full.

In the event that we are required to pay penalties to Golden State or redeem the convertible debentures held by Golden State, we may be required to curtail or cease our operations.

Risks Relating to Our Common Stock:
 
Fluctuations in our operating results and announcements and developments concerning our business affect our stock price.
 
Our quarterly operating results, the number of stockholders desiring to sell their shares, changes in general economic conditions and the financial markets, the execution of new contracts and the completion of existing agreements and other developments affecting us, could cause the market price of our common stock to fluctuate substantially.

 
10

 

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:

 
·
That a broker or dealer approve a person's account for transactions in penny stocks; and
 
·
The broker or dealer receives 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:

 
·
Obtain financial information and investment experience objectives of the person; and
 
·
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:

 
·
Sets forth the basis on which the broker or dealer made the suitability determination; and
 
·
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 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2. PROPERTIES

Our executive offices are located at 6804 South Canton Avenue, Suite 150, Tulsa, Oklahoma 74136. The lease has a term of thirty-six (36) months, which began on June 1, 2008.  We currently pay rent and related costs of approximately $2,315 per month.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4. RESERVED

 
11

 

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Year Ended December 31, 2010

   
High
   
Low
 
First Quarter ended March 31, 2010
  $ 0.0089     $ 0.0029  
Second Quarter ended June 30, 2010
  $ 0.0060     $ 0.0025  
Third Quarter ended September 30, 2010
  $ 0.0057     $ 0.0025  
Fourth Quarter ended December 31, 2010
  $ 0.0280     $ 0.0004  

Year Ended December 31, 2009
   
High
   
Low
 
First Quarter ended March 31, 2009
  $ 0.0550     $ 0.0230  
Second Quarter ended June 30, 2009
  $ 0.0300     $ 0.0110  
Third Quarter ended September 30, 2009
  $ 0.0140     $ 0.0075  
Fourth Quarter ended December 31, 2009
  $ 0.0097     $ 0.0051  

Holders

As of March 23, 2011 we had approximately 382 active holders of our common stock. The number of active record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Our transfer agent is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, NY 10004.

Dividends
 
We have not declared any dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment of dividends, if any, in the future, rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and our financial condition, as well as other relevant factors. There are no restrictions in our Certificate of Incorporation or By-laws that restrict us from declaring dividends.

 
12

 

Equity Compensation Plan Information

The following table sets forth the information indicated with respect to our compensation plans under which our common stock is authorized for issuance.

Plan category
 
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
   
Weighted average 
exercise price of 
outstanding options, 
warrants and rights
   
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in 
column (a)
 
   
(a)
   
(b)
   
(c)
 
Equity compensation plans approved by security holders
    -       -       -  
Equity compensation plans not approved by security holders:
                       
2010 June Plan
    1,490,672     $ 6.32       60,000,000  
2010 February Plan
    3,089,027       -       75,000,000  
2011 Plan
    104,579,699        -       100,000,000  
Total
    36,271,123     $ 6.32       235,000,000  
 
Recent Sales of Unregistered Securities

On February 24, 2010, Dr. Hakki Refai, the Chief Technology Officer of the Company was issued 1,500,000 shares in consideration of $30,000 of accrued salary. The shares were issued at $0.02. The shares were issued in a transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions not involving a public offering.
 
On June 30, 2010, Newton, O'Connor, Turner & Ketchum agreed to extend the March 31, 2010 due date of their 10% debenture to September 30, 2010 in consideration for two million five hundred thousand (2,500,000) shares of common stock. The shares were valued at 50% of the average of the previous five day closing price on March 1, 2010, which was $0.002 per share totaling $10,350. The shares were issued in a transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions not involving a public offering.

On August 27, 2010, Victor Keen, a member of the Board of Directors, was issued 5,714,286 shares of common stock in consideration of $10,000 cash. The shares were issued at $0.00175 per share. The shares were issued in a transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions not involving a public offering.

In October 2010 and November 2010, the Company conducted a private placement pursuant to which it may issue Convertible Promissory Notes in the aggregate principal amount of up to $700,000. The Convertible Promissory Notes bear interest at a rate of 5% per annum and are due two years from date of issue. If, prior to March 15, 2011, the Company: (i) consummates a merger or consolidation of the Company; (ii) effects a sale of substantially all of its assets; (iii) agrees to any tender or exchange offer involving the Company's shares; or (iv) effects any reclassification of its common stock or any compulsory share exchange, the Convertible Promissory Notes shall be automatically converted into shares of the Company's common stock at a price per share equal to the average closing price of the five trading days previous to the closing of the offering (the “Fixed Conversion Price"). Following March 15, 2011, the Convertible Promissory Notes shall be convertible, at the option of the holder, into shares of the Company's common stock at a rate of 75% of the Fixed conversion Price per share. The Convertible Promissory Notes were issued in a transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Regulation D thereof.

On December 1, 2010, the Company entered into an agreement with OU, pursuant to which OU agreed to convert all sums due to it from the Company in connection with its SRA with the Company, which as of December 1, 2010 amounted to approximately $485,000, into an aggregate of 59,000,000 shares of the Company's common stock (the "Shares"). As a result of the debt conversion, OU became the holder of approximately 8% of the outstanding common stock of the Company. Pursuant to the Agreement, the Shares are subject to a put option allowing OU to require us to purchase certain of the Shares upon the occurrence of certain events. In addition, the Shares are subject to a call option allowing us to require OU to sell to us the Shares then held by OU in accordance with the terms of the Agreement.

ITEM 6. SELECTED FINANCIAL DATA

N/A

 
13

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward –Looking Statements
 
The information in this annual report contains forward-looking statements. All statements other than statements of historical fact made in this annual report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.
 
The following discussion and analysis should be read in conjunction with the consolidated financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Plan of Operation

Background:
 
The Company is engaged in the development of 360° volumetric imaging and display technology, specifically in the areas identified by the initial in-depth investigation conducted by the University. The identified areas are two major complementary areas of technology that comprise the spectrum of the solution and application (1) a means of recording 3D objects as digital holographic data elements (capture); and (2) a means of reconstructing and displaying the 3D images (display).

Based on the investigation as well as review of existing patents and technologies, it was concluded that the area of 3-D image capture and recording had multiple solutions and technologies that adequately served the market. Therefore our primary area of focus is to develop products and intellectual property in the reconstruction and display of 3D images where we see the most opportunity. We aim to establish strategic partnerships with the assignees or license holders of existing 3D recording technologies as well as integrate our technologies with existing solutions.

The existing products reviewed can generally be broken down into two broad categories: stereoscopic - those that use flat-panels to implement 3D displays on 2D screens, and those that implement volumetric 3D displays. The flat-panel approaches, as previously noted, do not support 3DIcon's planned embodiment of the technology. However, the application space of volumetric 3D displays supports the Company vision and appears to offer major opportunities for further technology development and creation of intellectual property through our staff and the University, to which 3DIcon will have exclusive rights.

The research team at OU has been working to integrate open source image capture applications as well as to establish 3D image capture systems.

We continue to build intellectual property through our staff and the University, to which the Company has exclusive rights and engage in product research and development both directly related to the display as well as by-product technologies.

The Oklahoma Center for the Advancement of Science and Technology approved the Company's application for funding of a matching grant titled "800 Million Voxels Volumetric Display," on November 19, 2008. The two-year matching grant, totaling $299,932, has a start date of January 1, 2009. The award is for a maximum of $149,940 for 2009 and 2010. The Company received $35,139 from the grant during 2009 and $96,362 during 2010. We received approval for our no cost extension request for the first year of the contract. With the new modification, the first year ended on August 31, 2010. .  Funding beyond August 31, 2010 has been approved based upon the satisfactory performance evaluation by OCAST.

 
14

 

Current Activities and Operations
 
The Company is pursuing the research and development of volumetric 3-D display technology through the SRA with the University and with Dr. Hakki Refai, the former chief researcher at the University, who joined the Company as our Chief Technology Officer in October 2008.  Our efforts are focused on multiple technological approaches, two of which are being further developed into proof-of-concept demonstration systems.

Static Volume Display Technology: Also known as CSpace®™, the Company has produced the first non-mechanical, multi-view, high-resolution volumetric display. A prototype was demonstrated during September 2008, when a 3D image was created within a proprietary volumetric media (also called projection space or image matrix). This technology incorporates existing and rapidly evolving image projection technologies, such as DLP®/DMD technology from Texas Instruments, allowing 3DIcon to pursue full-color, full-motion 3D visualization, in harmony with 3DIcon's vision for product development.

Swept Volume Display Technology: Additional work on this particular approach has been deferred indefinitely because of the success and initial superiority of the CSpace®™ technology.

We have also released a software product called Pixel Precision™. The current version of the software is 2.0 that was released on February 12, 2009 to expand its capabilities and provide new compatibility with Texas Instrument's newly released DLP® Discovery 4000 kits. We plan to continue to pursue this market and provide versions and variations of this software. The plans include enhancements to the functionality as well as variants to address additional opportunities.

We have signed a sales and distribution agreement with Digital Light Innovations (“DLi”) for the sales, marketing and first level support of the Pixel Precision™ software. Through DLi and its sub-distributors the software will be marketed in the United States as well as in Europe and Asia.

Progress on Research and Development Activities

The research team at OU filed two new patent applications in the first quarter of 2008 and converted one from a provisional to a utility filing.

Under the aegis of the SRA, the University has filed the following patent applications. The utility patents have been converted and consolidated from the previously filed provisional applications.

Description of
Provisional Patent
Application as Filed
 
Description of Utility
Patent Application
Filing (Combined)
 
Date of Filing
 
Granted
U.S. Patent
 
European
Pending
Patent-
Date of
Filing
 
Japanese
Pending
Patent-Date of
Filing
Swept Volume Display
 
Swept Volume Display
 
Filed by OU in September 2006
           
                     
Colorful Translation Light Surface 3D Display Colorful Translation 3D Volumetric Display 3D Light Surface Display
 
Light Surface Display for Rendering Three-Dimensional Image (Combined)
 
Filed by OU in April 2007
 
 December 28, 2010
 
April 2007
 
April 2007
                     
Volumetric Liquid Crystal Display
 
Volumetric Liquid Crystal Display for Rendering Three-Dimensional Image (Combined)
 
Filed by OU in April 2007
 
May 2009
       
                     
Computer System Interaction with DMD
 
Computer System Interaction with DMD
 
Filed by OU in January 2008
           
                     
Virtual Moving Screen for Rendering Three Dimensional Image
 
Virtual moving screen for rendering a three-dimensional image
 
Filed by OU in January 2008
           
                     
Optically Controlled Light Emitting and System for Optically Written 2D and 3D Displays
  
Utility Patent Application to be filed
  
Filed by 3DIcon in April 2008
  
 
  
 
  
 

 
15

 

Further, we are taking steps to explore areas that may be related to assist in the protection of intellectual property assets. In addition, we have begun the process of applying for trademarks related to our 3D technologies.

The primary objective for 2011 is to develop, produce, and gain FDA approval of a prototype CSpace single-color video display, in the form of a dome or alternately-shaped transparent enclosure not less than 8” in diameter, which can be viewed without operational safety controls (eg, goggles), in moderately-bright room lighting, uniformly over 360° and from the top.  The prototype display will satisfy the requirements of ISO 9241-303 for single-color direct-view displays.  The associated research and development objectives for the 2011 calendar year are as follows. The work will mainly be done by the Company and professional consultants:

I. Static Volumetric Display (“CSpace®™”)

 
·
Continue work on development of up-conversion materials.
 
·
Synthesize non-toxic, non-flammable liquidmedia suitable for dispersion of display materials.
 
·
Develop optical metrology laboratory at OU for testing display materials and components.
 
·
Develop optical, thermal, and packaging designs for the prototype.
 
·
Continue software development to enhance CSpace®™ with the capability of displaying near real time 3D images.

II. By-Product Technologies

 
·
Continue to generate revenue from Pixel Precision™ the DMD Control Software for DMD Application development markets.

 
16

 
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 COMPARED TO THE YEAR ENDED DECEMBER 31, 2009

Revenue
 
The Company received $96,362 and $35,139 from the OCAST grant during 2010 and 2009, respectively.

We have launched our first software product Pixel Precision™. We appointed Digital Light Innovations for the sales and distribution of this product in March 2008.

We have earned income of $9,697 and $10,200 before commissions and costs from the sales of Pixel Precision™ for the years ended December 31, 2010 and December 31, 2009, respectively.

We expect sales of Pixel Precision™ to the installed and active user base of the earlier D1100 and D3000 systems in the near term and as companion product sales to D4000 systems. We expect that the revenue from this product to contribute to the operating expenses (general and administrative, research and development, interest) but do not expect the revenue generated in 2011 to cover the operating expenses.

Research and Development Expenses

The research and development expenses were $439,357 for the year ended December 31, 2010 as compared to $313,082 for the year ended December 31, 2009. The increase was a result of the modifications to the July 28, 2008 employment agreement with Dr. Hakki Refai whereby, on May 11, 2010 the Company agreed to immediately vest the 3,500,000 milestone options included under the terms of the employment agreement. The milestone options, valued at $168,112, were charged to operations in May 2010.

General and Administrative Expenses

Our general and administrative expenses were $1,114,470 for the year ended December 31, 2010 as compared to $1,218,798 for the year ended December 31, 2009. The decrease is due primarily to the termination of a consulting contract of $19,000 and the resignation of the interim President of $95,000.

Interest Expense

Interest expense for the year ended December 31, 2010 was $75,969 as compared to $80,294 for the year ended December 31, 2009. The decrease in interest expense resulted from a decrease in the amounts outstanding on our convertible debentures during the period.

Financial Condition, Liquidity and Capital Resources

Management remains focused on controlling cash expenses. We recognize our limited cash resources and plan our expenses accordingly. We intend to leverage stock-for-services wherever possible. The operating budget consists of the following expenses:

 
·
Research and development expenses pursuant to our SRA with the University. This includes development of an initial demonstrable prototype and a second prototype for static volume technology.
 
·
Acceleration of research and development through increased research personnel as well as other research agencies.
 
·
General and administrative expenses: salaries, insurance, investor related expenses, rent, travel, website, etc.

 
17

 

 
·
Hiring executive officers for technology, operations and finance.
 
·
Development, support and operational costs related to Pixel Precision™ software.
 
·
Professional fees for accounting and audit; legal services for securities and financing; patent research and protection.

Our independent registered public accountants, in their audit report accompanying our financial statements for the year ended December 31, 2010, expressed substantial doubt about our ability to continue as a going concern due to our status as a development stage organization with insufficient revenues to fund development and operating expenses.

We had net cash of $367,101 at December 31, 2010.
We had negative working capital of $753,607 at December 31, 2010.

During the year ended December 31, 2010, we used $511,135 of cash for operating activities, a decrease of $28,748 or 5.3% compared to the year ended December 31, 2009. The decrease in the use of cash for operating activities was a result of the decrease in net loss of $43,098.

Cash used in investing activities during the year ended December 31, 2010 was $3,250 an increase of $3,250 compared to the year ended December 31, 2009.  The increase was a result of purchasing office furniture and equipment for the leased office space in the year ended December 31, 2010.

Cash provided by financing activities during the year ended December 31, 2010 was $880,368 an increase of $387,767 or 78.7% compared to the year ended December 31, 2009.  The increase was the result of the increased promissory note funding, stock sales and warrant sales in 2010.

We expect to fund the ongoing operations through the existing financing in place (see below); through raising additional funds as permitted by the terms of Golden State financing as well as reducing our monthly expenses.

Our ability to fund the operations of the Company is highly dependent on the underlying stock price of the Company.

Pursuant to the 4.75% Convertible Debenture due in 2011, beginning in November 2007, Golden State is obligated to submit conversion notices in an amount such that Golden State receives 1% of the outstanding shares of the Company every calendar quarter for a period of one year. In connection with each conversion, Golden State is expected to exercise warrants equal to 10 times the amount of principal converted. The warrants are exercisable at $10.90 per share. Beginning in November 2008, Golden State is required to convert $3,000 of the 4.75% Convertible Debenture and exercise 30,000 warrants per month. During 2009, Golden State converted $3,510 of the $100,000 debenture into 35,622,803 shares of common stock, exercised warrants to purchase 35,100 shares of common stock at $10.90 per share and the Company received $382,590 from the exercise of the warrants. During 2009, Golden State advanced $240,000 against future exercises of warrants and applied $4,181 of accrued interest due on the debenture to the advance account of which $336,170 was applied to the exercise of warrants leaving $48,511 of unapplied advances at December 31, 2009. During 2010, Golden State converted $4,752 of the $100,000 debenture into 162,454,399 shares of common stock, exercised warrants to purchase 47,523 shares of common stock at $10.90 per share and advanced $251,489 against future exercises of warrants of which $300,000 was applied to the exercise of warrants leaving $-0- of unapplied advances at December 31, 2010.

On November 19, 2008, we received a research grant from OCAST titled the "800 Million Voxels Volumetric Display." The two-year matching grant totals $299,932. The award is for a maximum of $149,940 for the calendar year 2009 and for calendar year 2010. Funding of the 2009 amount was contingent upon the Company providing matching funds for the first year's research and submission of all required documentation to OCAST. We received approval for our no cost extension request for the first year of the contract. With the new modification, the first year ended on August 31, 2010. Funding beyond August 31, 2010 has been approved based upon the satisfactory performance evaluation by OCAST.

 
18

 

On October 31, 2008 OU agreed to revise the payment terms under the SRA from a fixed monthly payment to a reimbursable cost payment basis effective September 1, 2008. As of September 30, 2008 the Company had a remaining obligation under the previous SRA payment schedule of $2,665,818 which included monthly payments due for December 2007 through August 31, 2008 of $861,131. The $1,804,687 balance of the remaining scheduled payment obligation was cancelled. Under the terms of the revised base payments schedule, the arrearages would be paid in nine monthly base installments from October 31, 2008 to June 30, 2009 of amounts ranging from $35,000 to $101,132 leaving a remaining balance after the base payments of $290,000. In addition to the monthly base payments, the Company agreed to make additional payments on the $861,131 arrearages based on a formula of 50% of funding in excess of $120,000 plus the base monthly payment. In the event funding did not provide for any additional payments, the remaining balance would be $290,000, which OU agreed to accept 4,264,707 shares of the Company's common stock based on the October 14, 2008 market price as reported on the OTC Bulletin Board of $0.068 per share as payment on June 30, 2009. The Company had the option to repurchase the shares at $0.068 per share by September 30, 2009 or at market value, but not less than $0.068 per share, if the repurchase occurred after September 30, 2009.

The Company was unable to meet the revised payment schedule and on May 18, 2009 the University agreed to revise the payment terms. Under the terms of the revised base payments schedule, the arrearages scheduled to be paid in nine monthly base installments from October 31, 2008 to June 30, 2009 of amounts ranging from $35,000 to $101,132 were deferred to a monthly payment schedule of July 2009 through February 2010. On February 19, 2010, the University agreed to modify the repayment plan to retire the outstanding debt of $525,481. Under the terms of the modified repayment plan the Company agreed to make payments to the University, not less than quarterly, in an amount equal to 22.5% of any funding received by the Company. The Company complied with the agreed upon payment schedule and on December 1, 2010 the Company entered into an agreement with OU pursuant to which OU agreed to convert all sums due to it from the Company in connection with its SRA with the Company, which as of December 1, 2010 amounted to approximately $485,000, into an aggregate of 59,000,000 shares of the Company's common stock. As a result of the debt conversion, OU became the holder of approximately 8% of the outstanding common stock of the Company. Pursuant to the agreement, the shares are subject to a put option allowing OU to require the Company to purchase certain of the shares upon the occurrence of certain events. In addition, the shares are subject to a call option allowing the Company to require OU to sell to the Company the shares then held by OU in accordance with the terms of the agreement.
 
Off Balance Sheet Arrangements
 
The Company does not engage in any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Significant Accounting Policies
 
Research and Development Costs

The Company expenses all research and development costs as incurred. Until we have developed a commercial product, all costs incurred in connection with the SRA with the University, as well as all other research and development costs incurred, will be expensed as incurred. After a commercial product has been developed, we will report costs incurred in producing products for sale as assets, but we will continue to expense costs incurred for further product research and development activities.

 
19

 

Stock-Based Compensation

Since its inception 3DIcon has used its common stock or warrants to purchase its common stock as a means of compensating our employees and consultants. Financial Accounting Standards Board ("FASB") guidance on accounting for share based payments requires us to estimate the value of securities used for compensation and to charge such amounts to expense over the periods benefited.
 
The estimated fair value at date of grant of options for our common stock is estimated using the Black-Scholes option pricing model, as follows:  
 
The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience.

Subsequent Events

Debentures payable

In accordance with the terms of the Second Debenture an event of default occurs if the common stock of the Company trades at a price per share of $0.21 or lower. The trading price was at $0.21 or lower on several occasions during the period ended December 31, 2010 and subsequent to December 31, 2010. On each of the occasions Golden State, by separate letter agreements, agreed that the occasions did not constitute a default and thereby waived the default provision for the occasions.

Subsequent to December 31, 2010 Golden State converted $20,000 of the 6.25% convertible debenture into 3,367,003 shares of common stock at $0.0059 per share under the terms of the securities purchase agreements.

Subsequent to December 31, 2010 Golden State converted $2,100 of the 4.75% convertible debenture into 15,077,039 shares of common stock at $0.0001 per share and exercised 21,000 warrants at $10.90 per share for $228,900 and advanced $250,000 for future exercise of warrants under the terms of the securities purchase agreement.

Common stock and paid- in capital

Concordia Financial Group was issued 28,265,384 shares of common stock in payment of $47,250 for September, October, and November 2010 services under the terms of their consulting agreement. Dr. Hakki Refai was issued 17,000,000 shares valued at $0.006 per share in payment of accrued salary and payroll taxes of $103,496. Additionally, common shares totaling 7,573,228 were issued to vendors in payment of $57,047 for services.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

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

N/A

 
20

 

ITEM 9A. CONTROLS AND PROCEDURES
 
Management's Report on Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our President, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management's Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, our management used the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that, as of December 31, 2010, our internal control over financial reporting was effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

Changes. During the most recent quarter ended December 31, 2010, there has been no change in our internal control over financial reporting(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION
 
None.

PART III
  
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
  
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
 
The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each. There are no family relationships among any of our Directors and Executive Officers.

Name
 
Age
 
Position
Martin Keating
 
69
 
Chief Executive Officer and  Director
John O'Connor
 
54
 
Director
Victor F. Keen
 
69
 
Director

 
21

 

Martin Keating – Chief Executive Officer and Director

Martin Keating has been Chief Executive Officer and a director of the Company since 1998. Previously, Mr. Keating organized and managed private placement limited partnerships, ranging from real estate development to motion picture financing. Mr. Keating was also general counsel and director of investor relations for CIS Technologies, then a NASDAQ company. Mr. Keating is an attorney licensed to practice law in Oklahoma and Texas.

John O' Connor - Director

John O'Connor has been a director of the Company since October 2006. Since 1981, Mr. O'Connor has practiced law in Oklahoma, concentrating in the areas of corporate and commercial law. Mr. O'Connor served as President of the law firm of Newton, O'Connor, Turner & Ketchum from 2001 to 2005 and has served as its Chairman from 2001 to present.

Victor F. Keen - Director

Mr. Victor F. Keen was appointed to the Board of Directors of the Company in November 2007. Until March 1, 2007, Mr. Keen served as the chair of the Tax Practice Group at Duane Morris. He is currently of counsel to the firm. Mr. Keen has served on the board of directors of Research Frontiers, Inc. ("Research Frontiers") for over 10 years. He has been chair of the compensation committee of Research Frontiers for the last five years.

Audit Committee

On February 25, 2008, the Board of Directors created an Audit Committee comprising of Mr. Victor Keen.

Compensation Committee

On February 25, 2008, the Board of Directors created a Compensation Committee comprising of Mr. Victor Keen.

Nomination and Corporate Governance Committee

On February 25, 2008, the Board of Directors created Nominations and Corporate Governance Committee comprising of Mr. Victor Keen.

 
22

 

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Martin Keating has served as our Chairman and Chief Executive Officer since the inception of the Company. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

Our Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company's assessment of risks. Our Board of Directors focuses on the most significant risks facing our Company and our Company's general risk management strategy, and also ensure that risks undertaken by us are consistent with the Board's appetite for risk. While the Board oversees our Company's risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure and role in risk oversight is effective.

Code of Ethics

We have not adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to all of our officers, directors and employees.

Employment Agreement

On July 28, 2008 the Company entered into an Employment Agreement with Dr. Hakki Refai (the "Employment Agreement") pursuant to which Dr. Refai has agreed to serve as the Chief Technology Officer of the Company. Dr. Refai's employment under the Employment Agreement commenced on October 1, 2008 and will continue for a term of one year from October 1, 2008, the date on which he became a full-time employee of the Company. The term of the Employment Agreement will automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the Employment Agreement. The following represents the material terms of the Employment Agreement:

 
·
Annual salary of $200,000;

 
·
Commission which shall not exceed 3% of sales of the Company's Pixel Precision™ and CSpace®™ technologies products, which commission shall not exceed $30,000 for the 12-month period commencing on October 1, 2008 and $50,000 for the 12-month period commencing on October 1, 2009; and

 
·
Grant of 5,000,000 incentive stock options with a term of 10 years and an exercise price of $0.085 per share which vest as follows:

 
1.
The first installment of 500,000 options, valued at $33,622, were vested and exercisable on October 1, 2008, the date Dr. Refai commenced full-time employment;

 
2.
3,500,000 options, valued at $235,357, vesting in accordance with certain technical achievements, deliverables and milestones as provided in the Employment Agreement; and

 
3.
1,000,000 options vesting in accordance with certain non-technical, general milestones as provided in the Employment Agreement or upon severance of the Employment Agreement under certain conditions as provided in the Employment Agreement.

 
23

 

Prior to Dr. Refai joining the Company on a full-time basis, he served as the co-principal investigator for the Static Volume / CSpace®™ technologies being developed under the Company's SRA with the University of Oklahoma. Dr. Refai is the lead inventor of the CSpace®™ technology and the creator of the Company's first product, Pixel Precision™. He authored the patent applications for the Static Volume Displays, Virtual Moving Screen Displays and Interaction of Micro-Mirror Device with Computer System. Dr. Refai received his BS degree in electrical engineering in 1992 from Aleppo University in Syria and his MS and PhD degrees in electrical and computer engineering in 2002 and 2005, respectively, from the University of Oklahoma.

The estimated fair market value of the options was determined using the Black-Scholes option pricing model. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 95.50% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-the-counter Bulletin Board. The risk-free interest rate of 2.0% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option of five years is based on historical exercise behavior and expected future experience.

On March 25, 2009 the Company entered into a Resolution Agreement with Dr. Hakki Refai (the "Resolution Agreement") pursuant to which the Company agreed to remove the time constraints on the technical milestone achievements whereby the issuance of the options will be solely upon the achievement of the milestones.

On May 11, 2010 the Board of Directors of the Company agreed to immediately vest the 3,500,000 milestone options. The total value of the options was $268,979 of which $100,867 was charged to operations in 2008. The remaining value of $168,112 was charged to operations during the year ended December 31, 2010.

ITEM 11. EXECUTIVE COMPENSATION
 
The following table sets forth all compensation earned in respect of our Chief Executive Officer and those individuals who received compensation in excess of $100,000 per year, collectively referred to as the named executive officers, for our last three completed fiscal years.

SUMMARY COMPENSATION TABLE
 
The following information is furnished for the years ended December 31, 2010 and December 31, 2009 for our principal executive officer and the two most highly compensated officers other than our principal executive officer who was serving as such at the end of our last completed fiscal year:
Name &
Principal
Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation ($)
   
Change in
Pension Value
and Non-Qualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation ($)
   
Total
($)
 
Martin Keating
 
2010
  $ 144,000     $  -     $ -     $ -     $ -     $ -     $ -     $ 144,000  
CEO
 
2009
  $ 144,000     $ -     $ -     $ -     $ -     $ -     $ -     $ 144,000  
                                                                     
James N. Welsh,
Pres. and COO
 
2009
  $ 95,000     $ -     $ -     $ -     $ -     $ -     $ -     $ 95,000  
                                                                     
Vivek Bhaman,
 
2010
  $ -     $ -     $ -     $ -     $       $       $       $ -  
Pres. and COO
 
2009
  $ 71,955     $ -     $ -     $ 98,148     $ -     $ -     $ -     $ 170,103  
                                                                     
Hakki Refai
 
2010
  $ 200,000     $ -     $     $ 168,112     $ -     $ -     $ -     $ 368,112  
   
2009
  $ 200,000     $ -     $ -     $ -     $ -     $ -     $ -     $ 267,244  
 
 
24

 
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
 
The following table sets forth with respect to grants of options to purchase our common stock to the executive officers as of December 31, 2010:
Name
 
Number of
Securities
Underlying
Unexercised
Options
#
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options
#
Un-exercisable
   
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
#
   
Option
Exercise
Price
$
   
Option
Expiration
Date
 
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
#
   
Market
Value
of
Shares
or Units
of Stock
That
have not
vested
$
   
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares Units
or Other
Rights That
Have Not
Vested #
   
Equity
Incentive
Plan
Awards
Market or
Payout
Value of
Unearned
Shares Units
or Other
Rights That
have not
Vested
$
 
Vivek Bhaman (1)
    1,325,000       -       -     $ - (1)  
October 12, 2018
    -       -       -       -  
                                                                     
Dr. Hakki Refai
    5,000,000       -       -     $ 0.85    
July 28, 2018
    -       -       -       -  
                                                                     
(1) Mr. Bhaman's options are exercisable as follows: 200,000 at $1.00 per share and 1,125,000 at $0.055 per share

Director Compensation

Name
 
Fees
Earned or
Paid in
Cash ($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
   
All Other
Compensation
($)
   
Total ($)
 
Victor Keen
 
-
     
 
   
$
100,000
     
 
     
 
     
 
   
$
100,000
 
Lawrence Field
                 
$
50,000
                           
$
50,000
 
John O'Connor
    -            
$
100,000
                           
$
100,000
 
 
 
25

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table provides information about shares of common stock beneficially owned as of March 23, 2011 by:

 
·
each director;
 
·
each officer named in the summary compensation table;
 
·
each person owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5% of our common stock; and
 
·
all directors and executive officers as a group.

   
Number of
Shares
Beneficially
       
Percentage
 
Name of Beneficial Owner (1)
 
Owned
   
Class of Stock
 
Outstanding (2)
 
Martin Keating (3)
   
82,215,474
   
Common
   
8.49
%
Victor F. Keen
   
158,859,668
   
Common
   
16.40
%
John O'Connor (5)
   
47,761,911
   
Common
   
4.93
%
                     
All directors and executive officers as a group (3 persons)
   
288,837,053
   
Common
   
29.82
%
                     
Golden State Investors, Inc.
   
15,430,537
   
Common
   
9.50
University of Oklahoma      63,264,707    
Common
     6.5
 
*
Less than 1%

(1)
Unless otherwise indicated, the address of each beneficial owner listed below is c/o 3DIcon Corporation, 6804 South Canton Avenue, Suite 150, Tulsa, Oklahoma 74136.
(2)
Applicable percentage ownership is based on 968,592,874 shares of common stock outstanding as of March 23, 2011. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Options to acquire shares of common stock that are currently exercisable or exercisable within 60 days of March 23, 2011 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage.
(3)
Represents (i) 67,985,452 shares of common stock owned by Mr. Keating and (ii) 14,230,022 shares of common stock owned by Mr. Keating's wife, Judy Keating.
(5)
Represents (i) 110,000 shares of common stock owned by Mr. O'Connor and (ii) 100,000 shares of common stock owned by the John M. and Lucia D. O'Connor Revocable Living Trust over which Mr. O'Connor has voting and investment control and, (iii) 2,500,000 shares owned by Newton O’Connor & Ketchum (“NOTK”), a corporation of which Mr. O’Conner is partial owner and (vi) 45,151,911 options owned by Mr. O'Connor or NOTK.
(6)
Represents 1,425,000 stock options.

 
26

 

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

Other than as set forth below, during the last two fiscal years there have not been any relationships, transactions, or proposed transactions to which 3DIcon was or is to be a party, in which any of the directors, officers, or 5% or greater stockholders (or any immediate family thereof) had or is to have a direct or indirect material interest.

3DIcon has engaged the law firm of Newton, O'Connor, Turner & Ketchum as its outside corporate counsel from 2005 through 2008. John O'Connor, a director of 3DIcon, is the Chairman of Newton, O'Connor, Turner & Ketchum.

Director Independence

Of the members of the Company's Board of Directors, Victor F. Keen is considered to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ Manual.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees
 
The aggregate fees billed by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2010 and 2009 were $77,000 and $67,415, respectively.

Audit-Related Fees

The aggregate fees billed by our principal accountant for assurance and advisory services that were related to the performance of the audit or review of our financial statements for the fiscal years ended December 31, 2010 and 2009 were $0 and $0, respectively.

Tax Fees
 
The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2010 and 2009 were $0 and $0, respectively.

All Other Fees

The aggregate fees billed for products and services provided by our principal accountant for the fiscal years ended December 31, 2010 and 2009 were $0 and $0, respectively.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
 
The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

 
27

 

PART IV

ITEM 15. EXHIBITS

3.1
 
Certificate of Incorporation (1)
     
3.2
 
Bylaws (1)
     
3.3
 
Amended Certificate of Incorporation (1)
     
3.4
 
Amended Certificate of Incorporation (1)
     
3.5
 
Amended Certificate of Incorporation (1)
     
3.6
 
Amended Certificate of Incorporation (3)
     
10.1
 
Securities Purchase Agreement (1)
     
10.2
 
Amendment No. 1 to Securities Purchase Agreement and Debenture (1)
     
10.3
 
Registration Rights Agreement dated November 3, 2006(1)
     
10.4
 
$100,000 convertible debenture (1)
     
10.5
 
$1.25 million convertible debenture dated November 3, 2006 (1)
     
10.6
 
Common Stock Purchase Warrant (1)
     
10.7
 
Sponsored Research Agreement by and between 3DIcon Corporation and the Board of Regents of the University of Oklahoma (1)
     
10.8
 
Sponsored Research Agreement Modification No. 1 by and between 3DIcon Corporation and the Board of Regents of the University of Oklahoma (1)
     
10.9
 
Sponsored Research Agreement Modification No. 2 by and between 3DIcon Corporation and the Board of Regents of the University of Oklahoma (1)
     
10.10
 
Amendment No. 2 to Securities Purchase Agreement, Debentures, and Registration Rights Agreement (2)
     
10.11
 
Securities Purchase Agreement dated June 11, 2007 (2)
     
10.12
 
$700,000 Convertible Debenture (2)
     
10.13
 
$1.25 million convertible debenture dated November 21, 2007 (4)
     
10.14
 
Registration Rights Agreement dated November 21, 2007 (4)
     
10.15
 
Agreement to Convert Debt to Stock dated November 30, 2010 (5)
     
31.1
 
Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
     
31.2
 
Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
     
32.1
 
Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
     
32.2
 
Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

 
28

 

(1)
Incorporated by reference to Form SB-2 as filed on December 15, 2006 (File No. 333-139420) and subsequently withdrawn on February 5, 2007
(2)
Incorporated by reference to Form SB-2 as filed on June 14, 2007 (File No. 333-143761)
   
(3)
Incorporated by reference to Current Report on Form 8-K as filed on December 7, 2010 (File No. 333-143761)
   
(4)
Incorporated by reference to Current Report on Form 8-K as filed on November 26, 2007 (File No. 333-143761)
   
(5)
Incorporated by reference to Current Report on Form 8-K as filed on December 23, 2010 (File No. 333-143761)

 
29

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
3DICON CORPORATION
   
Date: March 31, 2011
/s/ Martin Keating
 
Name:
Martin Keating
 
Title:
Chief Executive Officer
   
(Principal Executive and 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
           
By:
/s/ Martin Keating
 
Chief Executive Officer, Director (Principal
Executive and Accounting Officer)
 
March 31, 2011
 
Martin Keating
       
           
By:
/s/ John O'Connor
 
Director
 
March 31, 2011
 
John O'Connor
       
           
By:
/s/ Victor F. Keen
 
Director
 
March 31, 2011
 
Victor F. Keen
       
 
 
30

 

3DIcon CORPORATION
(A Development Stage Company)

December 31, 2010 and 2009

CONTENTS

Report of Independent Registered Public Accounting Firm
 
F-1
     
Balance Sheets as of December 31, 2010 and 2009
 
F-2
     
S  Statements of Operations for the years ended December 31, 2010 and 2009 and period from inception (January 1, 2001) to December 31, 2010
 
F-3
     
S  Statements of Changes in Stockholders' Deficiency for period from inception (January 1, 2001) to December 31, 2010
 
F-4
     
Statements of Cash Flows for the years ended December 31, 2010 and 2009 and period from inception (January 1, 2001) to December 31, 2010
 
F-6
     
Notes to Financial Statements, December 31, 2010 and 2009 and period from inception (January 1, 2001) to December 31, 2010
  
F-7
 
 
31

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
3DIcon Corporation
 
We have audited the accompanying balance sheets of 3DIcon Corporation (a Development Stage Company) as of December 31, 2010 and 2009, and the related statements of operations, stockholders' deficiency, and cash flows for the years then ended and for the period from inception (January 1, 2001) to December 31, 2010.  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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company 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 3DIcon Corporation as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and for the period from inception (January 1, 2001) to December 31, 2010, in conformity with U.S. generally accepted accounting principles.
 
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, the Company is a development stage company having insufficient revenues and capital commitments to fund the development of its planned products. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ HOGANTAYLOR LLP
 
Tulsa, Oklahoma
March 31, 2011

 
F-1

 

3DIcon CORPORATION
(A Development Stage Company)

BALANCE SHEETS

December 31, 2010 and 2009

   
2010
   
2009
 
Assets
           
Current assets:
           
Cash
  $ 367,101     $ 1,118  
Prepaid expenses
    21,771       11,304  
Accounts receivable
    7,092       -  
                 
Total current assets
    395,964       12,422  
                 
Net property and equipment
    15,709       18,624  
                 
Debt issue costs, net
    -       16,706  
                 
Deposits-other
    2,315       17,315  
                 
Total Assets
  $ 413,988     $ 65,067  
                 
Liabilities and Stockholders' Deficiency
               
Current liabilities:
               
Current maturities of convertible debentures payable
  $ 403,445     $ 564,261  
Warrant exercise advances
    -       48,511  
Accounts payable
    203,590       844,530  
Accrued salaries
    501,362       279,603  
Accrued interest on debentures
    41,174       16,151  
Advance due officer
    -       11,000  
                 
Total current liabilities
    1,149,571       1,764,056  
                 
Convertible debentures payable, less current maturities
    -       93,168  
                 
Promissory notes, 5%, due 2013
    400,878       -  
Accrued interest due 2013
    4,120       -  
Total Liabilities
    1,554,569       1,857,224  
                 
Common stock subject to put rights and call right, 59,000,000 shares
    485,649       -  
                 
Stockholders' deficiency:
               
Common stock $.0002 par, 1,500,000,000 shares authorized; 757,539,307 and 343,690,812 shares issued and outstanding at December 31, 2010 and 2009, respectively
    151,508       68,738  
Additional paid-in capital
    12,322,913       10,716,019  
Deficit accumulated during development stage
    (14,100,651 )     (12,576,914 )
                 
Total Stockholders' Deficiency
    (1,626,230 )     (1,792,157 )
                 
Total Liabilities and Stockholders' Deficiency
  $ 413,988     $ 65,067  
 
See notes to financial statements

 
F-2

 

3DIcon CORPORATION
(A Development Stage Company)

STATEMENTS OF OPERATIONS

Years ended December 31, 2010 and 2009
and Period from Inception (January 1, 2001) to December 31, 2010

  
 
2010
   
2009
   
Inception to
December 31,
2010
 
Income:
                 
License Fee
 
$
-
   
$
-
   
$
25,000
 
Grant income
   
96,362
     
35,139
     
131,501
 
Sales
   
9,697
     
10,200
     
37,797
 
                         
Total income
   
106,059
     
45,339
     
194,298
 
                         
Expenses:
                       
Research and development
   
439,357
     
313,082
     
3,216,000
 
General and administrative
   
1,114,470
     
1,218,798
     
10,681,294
 
Interest
   
75,969
     
80,294
     
397,655
 
                         
Total expenses
   
1,629,796
     
1,612,174
     
14,294,949
 
                         
Net loss
 
$
(1,523,737)
   
$
(1,566,835
)
 
$
(14,100,651
)
                         
Loss per share:
                       
Basic and diluted
 
$
(0.003)
   
$
(0.007
)
       
                         
Weighted average shares outstanding, Basic and diluted
   
532,386,253
     
238,635,629
         

See notes to financial statements

 
F-3

 

3DIcon CORPORATION
(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

Period from Inception (January 1, 2001) to December 31, 2010

  
             
Deficit
       
  
             
Accumulated
       
  
 
Common Stock
   
Additional
   
During the
       
  
 
Shares
   
Par
Value
   
Paid-In
Capital
   
Development
Stage
   
Total
 
Balance, January 1, 2001 – as reorganized
   
27,723,750
   
$
27,724
   
$
193,488
   
$
-
   
$
221,212
 
                                         
Adjustment to accrue compensation earned but not recorded
   
-
     
-
     
-
     
(60,000
)
   
(60,000
)
Stock issued for services
   
2,681,310
     
2,681
     
185,450
     
-
     
188,131
 
Stock issued for cash
   
728,500
     
729
     
72,121
     
-
     
72,850
 
Net loss for the year
   
-
     
-
     
-
     
(259,221
)
   
(259,221
)
Balance, December 31, 2001
   
31,133,560
     
31,134
     
451,059
     
(319,221
)
   
162,972
 
                                         
Adjustment to record compensation earned but not recorded
   
-
     
-
     
-
     
(60,000
)
   
(60,000
)
Stock issued for services
   
3,077,000
     
3,077
     
126,371
     
-
     
129,448
 
Stock issued for cash
   
1,479,000
     
1,479
     
146,421
     
-
     
147,900
 
Net loss for the year
   
-
     
-
     
-
     
(267,887
)
   
(267,887
)
Balance, December 31, 2002
   
35,689,560
     
35,690
     
723,851
     
(647,108
)
   
112,433
 
                                         
Adjustment to record compensation earned but not recorded
   
-
     
-
     
-
     
(90,000
)
   
(90,000
)
Stock issued for services
   
15,347,000
     
15,347
     
-
     
-
     
15,347
 
Stock issued for cash
   
1,380,000
     
1,380
     
33,620
     
-
     
35,000
 
Reverse split 1:10
   
(47,174,904
)
   
-
     
-
     
-
     
-
 
Par value $0.0001 to $0.0002
   
-
     
(51,369
)
   
51,369
     
-
     
-
 
Net loss for the year
   
-
     
-
     
-
     
(51,851
)
   
(51,851
)
Balance, December 31, 2003
   
5,241,656
     
1,048
     
808,840
     
(788,959
)
   
20,929
 
                                         
Additional founders shares issued
   
25,000,000
     
5,000
     
(5,000
)
   
-
     
-
 
Stock issued for services
   
24,036,000
     
4,807
     
71,682
     
-
     
76,489
 
Stock issued for cash
   
360,000
     
72
     
28,736
     
-
     
28,808
 
Warrants issued to purchase common stock at $.025
   
-
     
-
     
18,900
     
-
     
18,900
 
Warrants issued to purchase common stock at $.05
   
-
     
-
     
42,292
     
-
     
42,292
 
Stock warrants exercised
   
2,100,000
     
420
     
60,580
     
-
     
61,000
 
Net loss for the year
   
-
     
-
     
-
     
(617,875
)
   
(617,875
)
Balance, December 31, 2004
   
56,737,656
     
11,347
     
1,026,030
     
(1,406,834
)
   
(369,457
)
                                         
Stock issued for services
   
5,850,000
     
1,170
     
25,201
     
-
     
26,371
 
Stock issued to settle liabilities
   
5,000,000
     
1,000
     
99,000
     
-
     
100,000
 
Stock issued for cash
   
1,100,000
     
220
     
72,080
     
-
     
72,300
 
Warrants issued to purchase common stock at $.025
   
-
     
-
     
62,300
     
-
     
62,300
 
Warrants issued to purchase common stock at $.05
   
-
     
-
     
140,400
     
-
     
140,400
 
Stock warrants exercised
   
5,260,000
     
1,052
     
172,948
     
-
     
174,000
 
Net loss for the year
   
-
     
-
     
-
     
(592,811
)
   
(592,811
)
Balance, December 31, 2005
   
73,947,656
   
$
14,789
   
$
1,597,959
   
$
(1,999,645
)
 
$
(386,897
)
 
 
F-4

 
 
3DIcon CORPORATION
(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

Period from Inception (January 1, 2001) to December 31, 2010

                     
Deficit
       
                     
Accumulated
       
   
Common Stock
   
Additional
Paid-In
   
During the
Development
       
  
 
Shares
   
Par Value
   
Capital
   
Stage
   
Total
 
                               
Stock issued for services
    4,700,000       940       205,597       -       206,537  
Debentures converted
    3,000,000       600       149,400       -       150,000  
Stock issued for cash
    200,000       40       16,160       -       16,200  
Warrants issued to purchase common stock
    -       -       33,800       -       33,800  
Warrants converted to purchase common stock
    16,489,000       3,297       565,203       -       568,500  
Net loss for the year
    -       -       -       (1,469,888 )     (1,469,888 )
Balance, December 31, 2006
    98,327,656       19,666       2,568,119       (3,469,533 )     (881,748 )
Stock issued for services
    817,727       164       155,262       -       155,426  
Stock issued for interest
    767,026       153       38,198       -       38,351  
Stock based compensation
    -       -       1,274,666       -       1,274,666  
Debentures converted
    17,215,200       3,442       1,673,741       -       1,677,183  
Stock issued for cash
    1,188,960       238       191,898       -       192,136  
Options exercised
    222,707       45       (45 )     -       -  
Warrants issued to purchase common stock
    -       -       87,864       -       87,864  
Warrants converted to purchase common stock
    8,585,956       1,717       462,203       -       463,920  
Net loss for the year
    -       -       -       (3,928,996 )     (3,928,996 )
Balance, December 31, 2007
    127,125,232       25,425       6,451,906       (7,398,529 )     (921,198 )
Stock issued for cash
    515,677       103       24,897       -       25,000  
Warrants exercised
    1,347,261       269       362,425       -       362,694  
Stock based compensation
    -       -       654,199       -       654,199  
Debentures converted
    15,257,163       3,052       962,257       -       965,309  
Options exercised and escrowed shares
    8,671,460       1,734       (1,734 )     -       -  
Stocks issued for service
    4,598,973       920       312,880       -       313,800  
Net loss for the year
    -       -       -       (3,611,550 )     (3,611,550 )
Balance, December 31, 2008
    157,515,766     $ 31,503     $ 8,766,830     $ (11,010,079 )   $ (2,211,746 )
Stock issued for cash
    20,607,841       4,122       197,878       -       202,000  
Warrants exercised
    35,100       7       382,583       -       382,590  
Debentures converted
    77,451,141       15,490       467,514       -       483,004  
Stocks issued for service
    68,506,130       13,701       524,653       -       538,354  
Stock issued for accounts payable
    11,264,706       2,253       321,409       -       323,662  
Stock issued for interest
    8,310,128       1,662       41,647       -       43,309  
Warrants issued for accounts payable
    -       -       13,505       -       13,505  
Net loss for the year
    -       -       -       (1,566,835 )     (1,566,835 )
Balance, December 31, 2009
    343,690,812     $ 68,738     $ 10,716,019     $ (12,576,914 )   $ (1,792,157 )
Stock issued for cash
    5,714,286       1,143       8,857       -       10,000  
Warrants exercised
    47,523       9       517,991       -       518,000  
Debentures converted
    255,650,977       51,130       228,061       -       279,191  
Stock issued for services
    97,684,416       19,538       213,348       -       232,886  
Stock issued for liabilities
    48,657,897       9,732       204,682       -       214,414  
Stock issued for interest
    6,093,396       1,218       15,843       -       17,061  
Stock based compensation
    -