BARRICODE, INC. - FORM 10-K/A

Attached files

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EX-3.1.2 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION - BARRICODE, INC.	ex312.htm
EX-32.2 - CERTIFICATION - BARRICODE, INC.	ex32_2.htm
EX-31.2 - CERTIFICATION - BARRICODE, INC.	ex31_2.htm
EX-31.1 - CERTIFICATION - BARRICODE, INC.	ex31_1.htm
EX-32.1 - CERTIFICATION - BARRICODE, INC.	ex32_1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

FORM 10-K

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

For the fiscal year ended: April 30, 2010

or

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________to ______________

Commission File Number 333-143750

POLAR WIRELESS CORP.

(Exact name of registrant as specified in its charter)

Nevada		20-4662814
State or other jurisdiction of incorporation or organization		(IRS Employer Identification No.)

112 North Curry Street Carson City, Nevada		89703
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (775) 284-3769

Securities registered under Section 12(b) of the Exchange Act: None

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

(Title of class)

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Small Business Issuer	x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes x No o

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed third fiscal quarter was $23,100,000.

State the number of shares outstanding of each of the issuer’s classes of equity securities, as of the latest practicable date: As at August 13, 2010, there were 68,000,000 shares of Common Stock, $0.001 par value per share issued and outstanding.

TABLE OF CONTENTS

		Page Number

PART I

Item 1.	Business		3
Item 1A.	Risk Factors		5
Item 1B	Unresolved Staff Comments		5
Item 2	Properties		5
Item 3	Legal Proceedings		5
Item 4	Submission of Matters to a Vote of Security Holders		5

PART II

Item 5	Market Price for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6	Selected Financial Data	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	8
Item 8	Financial Statements and Supplementary Data	8
Item 9	Changes an Disagreements With Accountants on Accounting and Financial Disclosure	20
Item 9A	Controls and Procedures	20
Item 9A(T)	Controls and Procedures	21
Item 9B	Other Information	21

PART III

Item 10	Directors and Executive Officers, Promoters and Control Persons	22
Item 11	Executive Compensation	23
Item 12	Security Ownership of Certain Beneficial Owners and Management	24
Item 13	Certain Relationships and Related Transactions and Director Independence	24
Item 14	Principal Accounting Fees and Services	24

PART IV

Item 15	Exhibits and Financial Statement Schedules	25

PART I

Item 1. Business

Overview

Polar Wireless Corp. (formerly known as Barricode, Inc.) (" the Company," "we," "us," “it” and "our" refer to Barricode, Inc.) was incorporated in the State of Nevada as a for-profit company on April 3, 2006. Polar Wireless Corp. is a development-stage company organized to enter into the computer security software industry specializing in the packaging, sales, distribution and support of user-friendly open-source network security software. Our low cost security software products and services will add value to open-source code supplied by independent third party providers.

The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities.

General

The Company goal is to become a major supplier and supporter of easy-to-use open-source network security software that works seamlessly in the background to protect computers and networks. Our “set it and forget it” approach frees the user to concentrate on work that makes them more productive while the security of their systems is monitored automatically without the user being required to actively monitor the process.

Polar Wireless Corp. plans to provide three network security products. The first will be ChainMail, an easy to use freeware document protection (encryption) application. ChainMail will allow users to encrypt outgoing email messages and decrypt incoming messages. The second product is ChainMail Pro, a retail version of ChainMail that will have more features and functionality than the freeware version. The third is Impasse, a network intrusion detection application which monitors networks and detects activity that indicates the presence of an intruder on the network.

Plan of Operation

The company is attempting to raise capital and start the procurement of our security software systems. If we are unable to complete any phase of our systems development or marketing efforts because we don’t have enough money, we will cease our development and or marketing operations until we raise sufficient funding. Attempting to raise capital after failing in any phase of our software procurement plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations. If we have to reduce or cease our business activities due to lack of funding we have no plans to engage in any other business or enterprise.

We require capital to launch our business plans which consists of the following steps;

(1)	To obtain open-source e-mail encryption and network intrusion software applications that we can customize to provide initial freeware security applications to a wide variety of computer users. The estimated cost to customize these applications is $7,000.

(2)

To obtain a license for a gateway provider to support our e-commerce transactions software required to distribute and receive payment for our proposed software products. We expect this license to cost $7,000. The company’s primary revenue stream will be derived from subscribers who will pay a recurring monthly fee to obtain security threat updates and computer protection software enhancements. We expect the majority of subscribers will pay for the material by using a credit card. A small percentage of the subscribers, less than two percent (2%), are expected to pay using a money order sent via the post office. We will contract with a third party e-commerce

(3)

To develop and operate a website which will feature the current products and news of our future products. Product documentation including user’s manuals, product registration and other supporting documentation will also be delivered electronically from our web site in Adobe PDF format. Website development and content is anticipated to cost $6,000

(4)	The final stage will be to procure client functionality modules in order to augment the network intrusion systems with automatic periodic updates of resident threat signatures and website integration at an estimated cost of $8,000.

We also plan to initiate our marketing initiative out of which we expect to attract a large number of customers (personal and institutional computer network users) for our security systems. The marketing plan, which includes advertising in trade journals and attendance at industry trade shows, is estimated to cost $15,000.

The market for the Company’s network security systems and services is a growing niche market and is rapidly changing and significantly competitive. The market for Internet-distributed software products and services is also characterized by rapid technological change, changing customer needs, frequent new product introductions and evolving industry standards. These market characteristics are exacerbated by the emerging nature of this market and the fact that many companies are expected to introduce new and innovative network security software products and services. Our success will depend partially on our ability to introduce new products, services and technologies continually and on a timely basis and to continue to improve the performance, features and reliability of our products and services in response to both evolving demands of prospective customers and competitive products. Competition will likely increase significantly, as new companies enter the network security market and current competitors expand their software products and services.

Polar Wireless Corp. has no employees and management does not plan to hire employees at this time. We currently have 4 directors, who will be responsible for the initial product development. Once we have our product available to the market over the Internet, we will hire an independent consultant to build our website. We also intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.

We do not expect to purchase or sell plant or significant equipment in the next twelve months.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We do not own any real estate or other properties and have not entered into any long term lease or rental agreements for property. Our principal adminstrative offices are located at Suite112, North Curry Street, Carson City, Nevada, 89703, which is the same address as our registered agent , and our telephone number is (775) 284-3769 and the fax is (775) 546-6150. Each of our officers and directors work on Company business from their respective home offices at no cost to the Company . Management believes that its present office work arrangements with its officers and directors are sufficient to accommodate our business requirements up to and until such a time that we begin operations.

Item 3. Legal Proceedings

We are not a party to any material legal proceedings and to our knowledge no such proceedings are threatened or contemplated by any party.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

Item 4. Submission of Matters to a Vote of Security Holders

None

PART II

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

Market Information

The Company’s common stock is traded in the over-the-counter market and is quoted on the Electronic Bulletin Board (“OTC BulletinBoard”)and the Pink Sheets under the symbol “BCDI.” The following table represents the range of the high and the low closing bid prices,as quoted on the OTC Bulletin Board, for each fiscal quarter for the last two fiscal years ended April 30, 2010 and 2009. These quotations represent prices between dealers, and may not include retail mark-ups, markdowns or commissions, and may not necessarily represent actual transactions.

Fiscal Quarter Ended	Low		High
April 30, 2010	$	0.010	$	2. 75
January 31, 2010	$	0. 01	$	2.75
October 31, 2009	$	0. 01	$	2.50
July 31, 2009	$	0. 01	$	2. 50
April 30, 2009	$	0.01	$	2.00
January 31, 2009	$	0.01	$	0.20
October 31, 2008	$	0.01	$	0.20
July 31, 2008	$	0.01	$	0.20

On April 30, 2010, the Company estimates that there were approximately 22 record holders of the Company’s common stock.

Dividends and Dividend Policy

The Company has not paid any cash dividends on its common stock during the last two fiscal years and it does not anticipate paying any cash dividends in the foreseeable future. The Company currently intends to retain any future earnings for reinvestment in the business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent on the Company’s financial condition, results of operations, capital requirements and other relevant factors.

Recent Sales of Unregistered Securities

The Company made no equity securities during the fiscal year ended 2010.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not established any compensation plans under which equity securities are authorized for issuance.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended April 30, 2010.

Item 6. Selected Financial Data

The following information has been summarized from financial information included elsewhere and should be read in conjunction with such financial statements and notes thereto.

Summary of Statements of Operations of BCDI

Year Ended April 30, 2010 and 2009

Statement of Operations Data
	April 30,
	2010			2009

Revenues	$	-		$	-
Operating and Other Expenses		(27,163	)		(37,303	)

Net Loss	$	(27,163	)	$	(37,303	)

	April 30,
		2010			2009

Current Assets	$	158		$	301
Total Assets		158			301
Current Liabilities		80,219			53,199
Non Current Liabilities		-			-
Total Liabilities		80,219			53,199
Shareholders'Equity (Deficit)		(80,061	)		(52,898	)
Working Capital (Deficit)	$	158		$	301

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

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

Our auditor’s report on our April 30, 2010 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our directors may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “April 30, 2010 Audited Financial Statements - Auditors Report.”

As the company has been issued an opinion by its auditors that substantial doubt exists as to whether the company can continue as a going concern, it may be difficult for the company to attract investors.

At the present time, we have not been able to raise any additional cash to support and enhance this product development. If we are unable to raise the cash needed to support our operations, we will either suspend development and marketing activities until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to obtain theses funds by selling additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favourable terms, if at all.

Over the next twelve months, the Company intends to launch it’s three main products; the first is ChainMail is an easy to use document protection (encryption) application that we plan to provide as freeware. The second product is ChainMail Pro is a retail version of ChainMail that will have more features and functionality than the freeware version. Impasse, our third product, is our planned network intrusion detection application that will monitor network activity and detect activity that indicates the presence of an intruder.

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have not generated any revenues from activities. We cannot guarantee that we will be successful in our business activities. Our business is subject to risks inherent to a new business enterprise including limited capital resources, possible delays in the development of our products and possible cost overruns due to cost increases.

We did not earn any revenues during the fiscal years ending April 30, 2010 or April 30, 2009. During the fiscal year ending April 30, 2010 we incurred operating expenses of $27,163 (April 30, 2009 -$37,303) comprising of professional fees in the amount of $22,488 (April 30, 2009-$24,289) and office and administrative expenses of $4,675 (April 30, 2009 - $13,014). Since inception the Company has incurred operating expenses of $99,436.

Off Balance Sheet Arrangements.

As of the date of this Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $43,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $12,000 over this same period. Our former officer and director, Mr. Delaney, has undertaken to provide the Company with initial operating capital to sustain our business as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 8. Financial Statements and Supplementary Data

Polar Wireless Corp.

fka Barricode, Inc.

(A Development Stage Company)

FINANCIAL STATEMENTS

April 30, 2010

(Audited)

BALANCE SHEETS			12

STATEMENTS OF OPERATIONS			13

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)			14

STATEMENTS OF CASH FLOWS			15

NOTES TO FINANCIAL STATEMENTS			16-19

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Polar Wireless Corp fka Barricode, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of Polar Wireless Corp fka Barricode, Inc. (A Development Stage Company) as of April 30, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended April 30, 2010 and 2009, and from inception on April 3, 2006 through April 30, 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Polar Wireless Corp fka Barricode, Inc. (A Development Stage Company) as of April 30, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended April 30, 2010 and 2009, and from inception on April 3, 2006 through April 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had a loss from operations of $27,163, an accumulated deficit of $99,436, working capital deficit of $80,061 and has earned no revenues since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

August 13, 2010

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

POLAR WIRELESS CORP.

fka BARRICODE, INC.

(A Development Stage Company)

BALANCE SHEETS

(Audited)

	As at April 30, 2010			As at April 30, 2009 (Audited)
ASSETS
CURRENT ASSETS
Cash	$	158		$	301
Total Current Assets		158			301
Total Assets	$	158		$	301

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts Payable	$	19,869		$	30,606
Due to related parties		60,350			22,593
Total Current Liabilities		80,219			53,199
Total Liabilities	$	80,219		$	53,199



STOCKHOLDERS’ EQUITY (DEFICIT)7
Capital stock
Authorized
10,000,000 Preferred Shares, $0.001 par value, with zero issued and Outstanding (see Note 8)
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
189,500,000 shares of common stock at April 30, 2010, and April 30, 2009		189,500			189,500
Additional paid-in capital		(170,125	)		(170,125	)
Deficit accumulated during the development stage		(99,436	)		(72,273	)

Total Stockholders’ Equity (Deficit)		(80,061	)		(52,898	)

Total liabilities & Stockholders’ Equity (Deficit)	$	158		$	301

The accompanying notes are an integral part of these financial statements.

POLAR WIRELESS CORP.

fka BARRICODE, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Audited)

	Year ended April 30, 2010			Year ended April 30, 2009			Cumulative from inception (April 3, 2006) to April 30, 2010

REVENUE	$	-		$	-		$	-


EXPENSES

Office and general	$	4,675		$	13,014		$	24,292
Professional Fees due to a Related Party		7,500			5,000			21,500
Professional fees		14,988			19,289			53,644
Loss before income taxes	$	(27,163	)	$	(37,303	)	$	(99,436	)

Provision for Income taxes	$	-		$	-		$	-

NET LOSS	$	(27,163	)	$	(37,303	)	$	(99,436	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	0.00		$	0.00

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		189,500,000			330,212,329

The accompanying notes are an integral part of these financial statements.

POLAR WIRELESS CORP.

fka BARRICODE, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM INCEPTION (APRIL 3, 2006) TO APRIL 30, 2010,

(Audited)

	Common Stock
	Number of shares			Amount			Additional Paid-in Capital			Subscription Receivable			Deficit Accumulated During the Development Stage			Total

Balance, Inception April 3,2006		-		$	-		$	-		$	-		$	-		$	-

Common stock issued at $0.00005 per share on April 26, 2006 (par value $0.001)		300,000,000			300,000			(285,000	)		(15,000	)		-			-
Net loss for year ended April 30, 2006		-			-						-			(1,279	)		(1,279	)

Balance, April 30, 2006		300,000,000			300,000			(285,000	)		(15,000	)		(1,279	)		(1,279	)

Proceeds received from share subscriptions receivable		-			-			-			15,000			-			15,000

Common stock issued at $0.00025 per share. (May 1, 2006 to April 30, 2007) (par value $0.001)		49,500,000			49,500			(37,125	)		-			-			12,375
Net loss for year ended April 30, 2007		-			-			-			-			(8,691	)		(8,691	)

Balance, April 30, 2007		349,500,000		$	349,500		$	(322,125	)		-		$	(9,970	)	$	17,405

Net loss for year ended April 30, 2008		-			-			-			-			(25,000	)		(25,000	)

Balance, April 30, 2008		349,500,000		$	349,500		$	(322,125	)		-			(34,970	)		(7,595	)
Common stock redeemed at $0.00005 – March 18, 2009		(160,000,000	)		(160,000	)		152,000									(8,000	)
Net loss for year ended April 30, 2009		-			-			-			-			(37,303	)		(37,303	)
Balance , April 30, 2009		189,500,000			189,500			(170,125	)		-			(72,273	)		(52,898	)
Net loss for the year ended April 30, 2010														(27,163	)		(27,163	)
Balance, April 30, 2010		189,500,000		$	189,500		$	(170,125	)	$	-		$	(99,436	)	$	(80,061	)

All share amounts have been restated to reflect the 9 for 1 Stock Dividend in November 2009.

The accompanying notes are an integral part of these financial statements.

POLAR WIRELESS CORP.

fka BARRICODE, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Audited)

	Year ended April 30, 2010			Year ended April 30, 2009			Cumulative results of operations from inception (April 3, 2006) to April 30, 2010

NET CASH USED IN OPERATING ACTIVITIES
Net loss	$	(27,163	)	$	(37,303	)	$	(99,436	)
Expenses paid directly by related parties		37,757			17,714			60,350
Accrual of Expenses		(10,737	)		19,160			19,869

NET CASH FROM OPERATING ACTIVITIES		(143	)		(429	)		(19,217	)

FINANCING ACTIVITIES
Proceeds from sale of common stock					( 8,000	)		19,375

NET CASH FROM FINANCING ACTIVITIES					(8,000	)		19,375

NET INCREASE (DECREASE) IN CASH		(143	)		(8,429	)		158

CASH, BEGINNING		301			8,729			-

CASH, ENDING	$	158		$	301		$	158

Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

NON-CASH ACTIVITIES

Increase in Related Party Payable from Redemption of Shares	$	-		$	-		$	8,000

The accompanying notes are an integral part of these financial statements.

POLAR WIRELESS CORP.

fka BARRICODE, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Audited)

April 30, 2010

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Polar Wireless Corp. fka Barricode, Inc (“Company”) is in the development stage and has incurred losses since inception totalling $99,436. The Company was incorporated on April 3, 2006 in the State of Nevada and established a fiscal year end of April 30th.

On June 21, 2010 the Company changed its name to Polar Wireless Corp.

The Company's goal is to become a major supplier and supporter of easy-to-use open-source network security software that works seamlessly in the background to protect computers and computer networks.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders’ deficit and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Fair Value

In accordance with the requirements of ASC Topic 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Advertising

The company expenses advertising as incurred. The company has had no advertising since inception.

Property

The Company does not own or lease any real property. Office space is provided at no charge by an officer of the Company

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC Topic 830, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholder’s equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations. Management has determined that our functional currency is the US Dollar.

Stock-based Compensation

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Share Based Expenses

In accordance with ASC Topic 230, this statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted ASC Topic 230 upon creation of the company and expenses share based costs in the period incurred.

Recent Accounting Pronouncements

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

NOTE 3 - GOING CONCERN

The company has incurred losses since inception totalling $99,436.

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with ASC Topic 825 and 820 the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

NOTE 5 – INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. In accordance with ASC Topic 740 – Accounting for Income Tax and ASC Topic 605 - Accounting for Uncertainty in Income Taxes, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The components of the Company’s deferred tax asset as of April 30, 2010 are as follows:

	April 30, 2010

Net operating loss carry forward	$	99,436
Times Tax at Statutory rate		35	%
Deferred Tax Asset		34,803
Valuation allowance		(34,803	)
Net deferred tax asset	$	0

The net federal operating loss carry forward will expire between 2028 and 2029. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

NOTE 6 – CAPITAL STOCK

On April 26, 2006, the sole Director had purchased 300,000,000 shares of the common stock in the Company at $0.00005 per share with proceeds to the Company totalling $15,000.

On April 30, 2006, the Company authorized a private placement offering of up to 51,000,000 shares of common stock at a price of $0.00025 per share. The total amount to be raised in this financing is $12,750. As of April 30, 2007, the Company had issued 49,500,000 shares at $0.00025 per share and received $12,375 from the sale of its private placement stock.

On February 20, 2009 the company increased the number of authorized shares of common stock from 75,000,000 to 200,000,000 and concurrently affected a two-for-one forward split of the issued and outstanding shares.

On March 18, 2009 the company redeemed and cancelled 160,000,000 of the post-split common shares from the same Director.

On November 16, 2009 the Directors of the Company has authorized a nine for one stock dividend payable in stock to all shareholders of record as of the close of business November 13th, 2009. All amounts have been restated to reflect the 9 for 1 stock dividend in these Statements.

NOTE 7 - RELATED PARTIES

Associates of the company have paid some of the company’s expenses totalling $30,858which is reported as related parties payable bearing no interest and payable on demand. Various Shareholders have loaned the company $29,492. They are payable on demand andare interest free.

NOTE 8 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events since the balance sheet date and has determined that the following events should be disclosed:

Effective June 15, 2010, the Company filed with the Secretary of State of the State of Nevada, an amendment to its Articles of Incorporation to authorize the creation of 10,000,000 shares, designated as “blank check” Preferred Stock. The Preferred Stock may be issued from time to time in one or more series by the Board of Directors. The Board of Directors will be expressly authorized to provide, by resolution(s) duly adopted by it prior to issuance, for the creation of each such series and to fix the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to the shares of each such series of Preferred Stock.

On June 21, 2010 the Company changed its name to Polar Wireless Corp.

On June 8, 2010 the Company redeemed 121,500,000 shares from the former President for $100, and a release of claims by the Corporation to Mr. Delaney.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Our auditors are the firm of Seale & Beers, CPAs operating from their offices in Las Vegas, NV. The Company engaged the auditors as of August 6, 2009. Our previous auditors, Moore and Associates, were dismissed by the Board of Directors on August 6, 2009. There have not been any disagreements with our accountants on accounting, financial disclosure or any other matter.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of April 30, 2010, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. We have not timely filed all of the reports required to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Specifically, we note that we did not timely file the Forms 10-K for the fiscal years ended April 30, 2010 and 2009, the Forms 10-Q for the quarters ended October and July 2009 and a Form 8-K filed June 29, 2010. Based on the foregoing, our president (our principal executive officer, our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Management’s Annual report on Internal Control over Financial Reporting

As of April 30, 2010, management assessed the effectiveness of our internal control over financial reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

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

● Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.

In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed only by our President and a Director, our President concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

Item 9A(T)

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter 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, and Corporate Governance.

Identification of Directors and Executive Officers

Name	Age	Term Served	Title

G. Kelly O’Dea	62	February 17, 2010 to present	President,Chief Executive Officer Board Chairman

James Schroer	58	February 17, 2010 To present	Board Director Chairman, Compensation Committee

Shane Carroll	46	February 17, 2010 to present	Board Director Secretary Treasurer Chairman, Audit Committee

Paul Schaut	51	July 7, 2010To present	Board Director :

Officer and Director Background

G. Kelly O’Dea

Mr. O'Dea has since 2005 has been the Chairman of The Alliance for High Performance Leadership, a global strategic advice and applied innovation firm. He is also board director of YuuZoo Global Mobile and Board Chairman – Thunderbird School of Global Management. He has extensive experience in technology, new media and mobile services. Formerly Mr. O’Dea served as President, Board Director and Executive Committee Member - Foote Cone & Belding Worldwide; Vice Chairman – Global Operations and Chairman – Europe, Middle East and Africa of Bozell Worldwide; President – Worldwide Client Services, Board Director and Executive Committee Member of Ogilvy & Mather Worldwide. These experiences, qualifications and attributes have led to our conclusion that Mr. O’Dea should be serving as a member of our Board of Directors in light of our business and structure.

Mr. O'Dea received a Global MBA with distinction from Thunderbird School of Global Management and received an undergraduate degree is in Political Science and Economics from The University of Portland.

James Schroer

Mr. James Schroer is Principal & Founder of EngageNextGen LLC, a management-consulting firm, since September 2008. From May 2005 through June, 2008, Mr. Schroer was President & Chief Executive Officer of Carlson Marketing Worldwide, a marketing services firm. Previously, Mr. Schroer was Executive Vice President, Global Sales Marketing & Service, Daimler Chrysler, and he was VP Global Marketing for Ford Motor Company. He also was a partner at Booz Allen & Hamilton. Mr. Schroer sits on a number of private company Boards of Directors. These experiences, qualifications and attributes have led to our conclusion that Mr. Schroer should be serving as a member of our Board of Directors in light of our business and structure.

He is a graduate of Carleton College, and Harvard Business School.

Shane Carroll

Mr Shane Carroll has spent the better part of 25 years working in the travel industry both in Canada, Ireland and England. Returning to Canada in 1999, Shane joined itravel2000 as EVP Product Development through to 2001, then as Deputy CEO for 2002 - 2004 and most recently as COO up to leaving the industry in September 2009. As well he negotiated its sale to British parent company, Travelzest PLC in October 2006. These experiences, qualifications and attributes have led to our conclusion that Mr. Schaut should be serving as a member of our Board of Directors in light of our business and structure.

Mr Carroll is also a director of My Screen Mobile and consults for various mobile related private companies.

Paul Schaut

Paul Schaut has a 27 year diverse and extensive experience in private and public companies with roles ranging from sales and marketing management to President, CEO and Board Director. Serving in management positions in both the U.S. and in Europe, involved in all operational aspects of business at various stages in the business lifecycle. Visionary, sales driven, operations oriented CEO – proven in establishing recognized thought and leadership for several companies.

Currently Mr. Schaut is the Chairman and CEO of Modiv Media, a privately held company with headquarters in Quincy, Massachusetts. Mr. Schaut is on the Board of Directors of Zumobi, a privately held computer software company (since June 2006), and Pontiflex, a privately held information technology and services company (since June 2009). From 2001 thru to March 2008 Mr. Schaut was a Board of Director Member for Constant Contact, a public company in the computer software industry.

These experiences, qualifications and attributes have led to our conclusion that Mr. Schaut should be serving as a member of our Board of Directors in light of our business and structure.

Mr. Schaut holds a Bachelor of Science degree in business administration from San Jose State University.

There are no other persons nominated or chosen to become directors or executive officers, nor do we have any employees other than above mentioned officer and director.

Significant Employees

The Company does not, at present, have any employees other than the current officers and directors. We have not entered into any employment agreements, as we currently do not have any employees other than the current officers and directors.

Family Relations

There are no family relationships among the Directors and Officers of Polar Wireless Corp.

Involvement in Legal Proceedings

No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

No executive Officer or Director of the Company is the subject of any pending legal proceedings.

No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

Item 11. Executive Compensation.

Our current executive officers and directors have not and do not receive any compensation and have not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.

There are no current employment agreements between the Company and its executive officers or director. Our executive officers and director have agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officers and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters.

The following table lists, as of April 30, 2010, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 189,500,000 shares of our common stock issued and outstanding as of April 30, 2010. We do not have any outstanding warrants, options or other securities exercisable for or convertible into shares of our common stock.

Title of Class	Name and Address of Beneficial Owner (1)	Number of Shares Owned Beneficially		Percent of Class Owned
Common Stock	Tom Delaney (2)		125,000,000		65.96	%
Common Stock	Bruce Borrie		16,500,000		8.70	%
Common Stock	Confida Corporate Financial Limited		15,000,000		7.91	%
Common Stock	G. Kelly O’Dea		-0-		0	%
Common Stock	James Shroer (3)		-0-		0	%
Common Stock	Shane Carroll (4)		-0-		0	%
	All executive officers and directors as a group (4 persons)		125,000,000		65.96	%

(1) Unless otherwise noted, the address of each person or entity listed is, c/o Polar Wireless Corp., 112 North Curry Street, Suite 212, Carson City, Nevada 89703.

(2) Appointed President and Chief Executive Officer, Chief Financial Officer, Treasurer and Director. Resigned as President and Chief Executive Officer, Chief Financial Officer, Treasurer and Director on February 17, 2010.

(3) Appointed President and Chief Executive Officer and Director February 17, 2010.

(4) Appointed Director February 17, 2010.

(5) Appointed Secretary and Director February 17, 2010.

Item 13. Certain Relationships and Related Transactions and Director Independence

Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.

The Company has no formal written employment agreement or other contracts with our current officers and there is no assurance that the services to be provided by them will be available for any specific length of time in the future. The Company’s current officers and directors anticipate devoting at a minimum of ten to fifteen percent of their available time to the Company’s affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.

Item 14. Principal Accountant Fees and Services.

During the fiscal year ended April 30, 2010 we incurred approximately $4,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended April 30, 2010. For review of our financial statements for the quarters ended July 31, 2009, October 31, 2009 and January 31, 2010 we incurred approximately $6,300 in fees to our principal independent accountants for professional services.

During the fiscal year ended April 30, 2010, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.

PART IV

Item 15. Exhibits.

The following exhibits are incorporated into this Annual Report on Form 10-K:

Exhibit No.		Description
3.1.1		Articles of Incorporation (1)
3.1.2		Certificate of Amendment to Articles of Incorporation
3.2		Bylaws (1)
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Principal Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the Company’s Registration Statement on Form SB-2, filed with the Commission on June 14, 2007.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, Florida, on March 1, 2011.

	Polar Wireless Corp.

	By:	/s/ G. Kelly O’Dea
		G. Kelly O’Dea
		President, Chief Executive Officer, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on March 1, 2011.


Signature		Title

/s/ Shane Carroll		Secretary, principal financial officer, principal accounting officer, Director
Shane Carroll
/s/ James Shroer		Director
James Shroer
/s/ Paul Schaut		Director
Paul Schaut
/s/ G. Kelly O’Dea		President, Chief Executive Officer, Director
G. Kelly O’Dea

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