Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB. [ ]

TABLE OF CONTENTS

Item Number and Caption	Page
PART I
Item 1.     Description of Business
Item 2.     Description of Property
Item 3.     Legal Proceedings
Item 4.     Submission of Matters to a Vote of Security Holders
PART II
Item 5.     Market for Common Equity and Related Stockholder Matters
Item 6.     Management's Discussion and Analysis or Plan of Operations
Item 7.      Financial Statements
Item 8.      Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 8A(T)    Controls and Procedures
PART III
Item 9.     Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Item 10.   Executive Compensation
Item 11.   Security Ownership of Certain Beneficial Owners and Management
Item 12.   Certain Relationships and Related Transactions
Item 13.   Exhibits and Reports on Form 8-K
Item 14.   Principal Accountant Fees & Services

 

 

PART I

ITEM 1   DESCRIPTION OF BUSINESS

General

The Company was formed for the purpose of creating a vehicle to obtain capital, to file and acquire patents, to seek out, investigate, develop, manufacture and market electronic in-store advertising, directory and coupon services which have potential for profit.  The Company is currently in the process of evaluating transitional partnerships and identifying appropriate acquisition suitors, while also assessing available options for monetizing the existing Patent Portfolio through enhanced licensing Agreements.

History

The Company began as a part of Information Resources, Inc. (“IRI”) in 1987, was incorporated as a subsidiary of IRI under the laws of the State of Delaware on December 8, 1989, and was fully distributed to stockholders of IRI in a spinoff on October 31, 1990.  At the time of the spinoff a portion of the business and assets of the Company included a software operation in Australia, which was sold in March, 1993.  The Company (VideOCart, Inc.) filed petitions for relief under Chapter 11 bankruptcy in December 1993.  The Company was inactive until July 5, 1996 when the Company merged with Klever Kart, Inc. in a reverse merger and changed its name to Klever Marketing, Inc.  During the period from July 5, 1996 to December 31, 2003, the Company  was in a development stage, except for an approximate 2-month period in 2000 when the Company generated revenue from installations of their Klever-Kart system in stores.

In August 2004, the Company signed a partnership contract with Fujitsu Transaction Solutions (FTXS).  Under this contract, Fujitsu committed to manufacture and develop the hardware for a cart-based, advertising and promotional device offering (the U-Scan Shopping Cart), to develop relevant and required software and applications to support said device, to act as sales lead for the solution & hardware sell-in process and to provide for technical installations, IT implementation, and support for all retail locations.  The Company and Fujitsu agreed to jointly share responsibility for marketing into Fujitsu’s current retail client base for the initial nationwide sales effort.  The Company likewise agreed to act as sales lead for the participant sell-in of advertising and promotion space to both retailers and manufacturers.

 

 

In 2007, the Company was informed by Fujitsu (FTXS) that they were restructuring their US management team and had reprioritized their go-to-market model, which unfortunately would no longer include pursuing the joint deployment of U-Scan Shopping Carts in the US marketplace, as this was no longer part of their US business strategy. As a result, Fujitsu amicably disengaged from collaborative deployment discussions with the Company. However today and despite concluding US go-to-market collaboration with Fujitsu in 2007, the Company continues to pursue a remaining obligation by Fujitsu of $25,000 related to the sale of its international Patents and Patent work done by the Company on Fujitsu’s behalf. Importantly post-Fujitsu, the Company has endeavored to pursue alternative deployment approaches; has continued efforts to protect the Patents against potential infringement; and has continued to explore opportunities to monetize the Patent Portfolio, which retains a meaningful duration in-market. Proactively, and in pursuit of an exit strategy, the Company is currently assessing potential acquisition suitors, who are best poised to take full and timely advantage of the Company’s Patent portfolio and who would be competitively advantaged by control over said Patents.

Inactive Public Company

Since January 1, 2007, the Company has functioned as an inactive public company without productive assets, revenues, or earnings.  As previously indicated and disclosed, the business plan going forward is to attempt to seek various possible merger or acquisition possibilities for the Company as an inactive public company, sometimes known as a “Shell” corporation.  Operating as an inactive public company poses certain impediments and risk factors to the Company and the shareholders, the most significant of which are outlined below:

·

The Company has patent assets of undetermined value and substantial debt.  It has continued operations with limited capital contributions, these assets must be considered during the period of business inactivity as “wasting assets” which will be expended to continue the operation of the Company on a minimal basis and as a public reporting company pending a subsequent acquisition, merger, or reorganization.  There can be no warranty or assurance how long the Company can continue in its present state as a inactive public company without further capitalization.

·

The Company can make no warranty or assurance it will be successful in obtaining a suitable merger or acquisition candidate and is pursuing such objectives on a best efforts basis through its part-time management and board members.

·

There are imposed by SEC regulation certain restrictions and limitations upon investors who can purchase shares in an inactive public corporation through brokerage firms, which regulations limit the suitability of any shares to be sold while inactive to a limited range of individuals who are able to bear high risk investments.

 

 

·

The fact that the Company shares are limited to a restricted group of buyers and the fact that the Company must report itself as a Shell company in its periodic reporting requirements may limit the value of the Company as a public entity and the tradability of its shares in the market.

·

There are certain limitations and restraints upon the use of SEC Rule 144 for the resale of restricted securities in a Shell corporation which may have to be satisfied by various individuals holding restricted stock in the Company.

·

In the future, the SEC or various state security regulatory agencies may impose further or additional regulations or limitations on the Company or the tradeability of its stock as a Shell company.

 

ITEM 2   DESCRIPTION OF PROPERTY

The Company currently occupies approximately 700 square feet of office space.   The space is provided “free of charge” to the Corporation on a short-term basis by Jeremiah Cox, Managing Principal, All World Consortium and currently CFO of the Company. The office space is used as the corporate headquarters.  It is located at 955 N.400 W. Suite 8, North Salt Lake, UT 84054.

ITEM 3   LEGAL PROCEEDINGS

On October 27, 2003, Thomas J. LaLanne, assignee of eiKart, LLC., filed against the Company in the Third Judicial District Court of Utah under the provisions of the Utah Foreign Judgment Act, a judgment from the Superior Court of California, in and for the County of San Francisco Jurisdiction.  The judgment was in relation to a consulting agreement between eiKart, LLC. and the Company. This judgment was included in the financial statements as part of accrued liabilities at December 31, 2006. In June 2007, this litigation was settled in full out-of court by a cash payment of $10,000 and the remainder of the liability of $80,448 was included in the statement of operations as extraordinary income

On September 6, 2002, an entry of judgment was entered against the Company by Micropower Direct, LLC.  The total judgment was for $17,167.18.  During 2006, this judgment was paid in full.

On December 12, 2005 Klever Marketing was summoned, and a complaint was filed in the Third District Court of the State of Utah, by Dennis Shepard, one of the partners of S&C Medical.  The complaint contested Klever Marketing’s cancellation of an attempted deal with S&C medical in December of 2001.  On January 13, 2006, Klever Marketing answered their complaint and filed a counter claim against S&C Medical.  During 2007,this litigation was settled out-of court, resulting in a favorable depreciation of the claim sought, and full and complete resolution in this matter, also resulting in the return of 992,100 shares of common stock to the Company’s treasury.  These shares were subsequently cancelled.

 

 

During 2006, Arthur Portugal, a former officer of the Company, filed a formal claim asserted for approximately $125,000 for past due executive compensation including stock options.  Mr. Portugal previously filed a formal administrative wage claim in California which is inactive and no longer pending.  As of December 31, 2007, the Company has accrued compensation of $96,700 for Mr. Portugal as part of his employment agreement through June 30, 2006.  The Company also has accrued notes payable of $10,303 due to Mr. Portugal.

ITEM 4   SUBMISSION OF MATTERS TO A

VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of shareholders during 2007.

PART II

ITEM 5   MARKET FOR COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS

The stock is traded on the “Pink Sheets” with the trading symbol KLMK.PK.  The Company has 50 million authorized common shares.

The following table set forth the high and low bid of the Company’s Common Stock for each quarter within the past two years.  The information below was provided by S & P Comstock and reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions:

2007:		High				Low
First Quarter		$	0.10			$	0.05
Second Quarter		$	0.07			$	0.04
Third Quarter		$	0.05			$	0.02
Fourth Quarter		$	0.05			$	0.02
2006:		High				Low
First Quarter		$	0.10			$	0.05
Second Quarter		$	0.17			$	0.07
Third Quarter		$	0.13			$	0.06
Fourth Quarter		$	0.08			$	0.04

The number of shareholders of record of the Company's common stock as of December  31, 2007 was approximately 861.

The Company has not paid any cash dividends to date and does not anticipate paying cash dividends in the foreseeable future.  It is the present intention of management to utilize any available funds for the development of the Company's business.

 

 

Recent Sales of Unregistered Securities.

During the year ended December 31, 2006, the Company issued 586,000 shares of common stock for cash of $146,500.  The shares were sold for $.25 per share.

In December 2006, the Company issued 2,788 shares of common stock for general and administrative expenses of $697.  The shares were valued at $.25 per share.

In October 2006, the Company issued 24,000 shares of common stock for accounts payable of $6,000.  The shares were valued at $.25 per share.

In December 2006, the Company issued 47,956 shares of common stock for accounts payable of $11,989.  The shares were valued at $.25 per share.

During the year ended December 31, 2007, the Company issued 1,090,000 shares of common stock for cash of $272,500.  The shares were sold for $.25 per share.

In December 2007, the Company issued 450,000 shares of common stock for general and administrative expenses of $17,500.  The shares were valued at $.035 per share.

In October 2007, the Company issued 8,411,103 shares of common stock for accounts payable and debt instruments totalling  $2,102,776.  The shares were valued at $.25 per share.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the Commission reports regarding initial ownership and changes in ownership.  Directors, executive officers, and greater than 10% stockholders are required by the Commission to furnish the Company with copies of all Section 16(a) forms they file.

 

 

Beneficial Ownership Compliance Reporting

The company is aware of the following share and option transactions for the reporting period ending December 31, 2007 for which Form 4 or Form 5 were not filed.

															Options				Options					Term
Name	Officer or board		Number of shares				Share Price				Total cost				at .50				at 1.00			Date		in years
Bill Bailey	B &O			40,000				0.25				10,000				10,000				10,000		02/01/2007
Bill Bailey	B &O			20,000				0.25				5,000				5,000				5,000		07/31/2007
Jeremiah Cox	B &O			200,000				0.25				50,000				50,000				50,000		04/16/2007
Jeremiah Cox	B &O			40,000				0.25				10,000				10,000				10,000		06/01/2007
Jeremiah Cox	B &O			60,000				0.25				15,000				15,000				15,000		06/01/2007
Jeremiah Cox	B &O			120,000				0.25				30,000				30,000				30,000		06/28/2007
Jeremiah Cox	B &O			20,000				0.25				5,000				5,000				5,000		07/24/2007
Jeremiah Cox	B &O			20,000				0.25				5,000				5,000				5,000		07/26/2007
Jeremiah Cox	B &O			120,000				0.25				30,000				30,000				30,000		12/07/2007
Paul Begum	B &O			100,000				0.25				25,000				25,000				25,000