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

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

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

o EXECUTIVE SUMMARY, OVERVIEW AND DEVELOPMENT OF OUR BUSINESS. These sections provide a general description of the Company's business, as well as recent developments that we believe are important in understanding our results of operations as well as anticipating future trends in our operations.

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

o RESULTS OF OPERATIONS. This section provides an analysis of our results of operations for the three months ended June 30, 2009 compared to the three months ended June 30, 2008 and the six months ended June 30, 2009 compared to the three months ended June 30, 2008. A brief description of certain aspects, transactions and events is provided, including related-party transactions that impact the comparability of the results being analyzed.

o LIQUIDITY AND CAPITAL RESOURCES. This section provides an analysis of our financial condition and cash flows as of June 30, 2009, and December 31, 2008.

EXECUTIVE SUMMARY

Our strategy is to grow profitably by increasing our penetration of the expanding small merchant marketplace for payment and Gift & Loyalty card based products. We find these merchants through our Independent Sales Organization ("ISO") and agent channels of distribution and intend to make additional acquisitions on an opportunistic basis in this fragmented segment of the industry.

OVERVIEW

We are a rapidly growing provider of credit and debit card-based payment processing services and Gift & Loyalty products to small merchants. As of June 30, 2009, we provided our services to numerous ISOs and thousands of merchants located across the United States. Our payment processing services enable our merchants to process traditional card-present, or swipe transactions, as well as card-not-present transactions. A traditional card-present transaction occurs whenever a cardholder physically presents a credit or debit card to a merchant at the point-of-sale. Card-not-present transactions occur whenever the customer does not physically present a payment card at the point-of-sale and may occur over the Internet or by mail, fax or telephone.

DEVELOPMENT OF OUR BUSINESS

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

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

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

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

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

In January 2009 we began a new month-to-month "rental" ("LiftMySales") program. The first sales under this program were booked in February 2009. Under this program, there is no long-term contract and the merchant pays an all inclusive fee for the loan of a terminal and monthly fees for all services. These services have been expanded to include assistance to the merchant in marketing their company including on-line "coupon" and sales tools. This program is being marketed under the LIFT name. A video detailing the program is available at WWW.LIFTMYSALES.COM. Under this program, the merchant is provided a "loaner" terminal.

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

CRITICAL ACCOUNTING POLICIES

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

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

ALLOWANCE FOR DOUBTFUL ACCOUNTS

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

REVENUE AND COST RECOGNITION

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

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

GOODWILL AND INTANGIBLES

Since 2005, we capitalize intangible assets such as the purchase of merchant and gift loyalty accounts from portfolio acquisitions (i.e., the right to receive future cash flows related to transactions of these applicable merchants) and, at least quarterly, amortize accounts at the time of attrition. Additionally, in keeping with the provisions of FASB No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), we also hire an outside firm to complete an annual valuation to determine any impairment recognized in current earnings.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 relates to financial assets and financial liabilities. In February 2008, the FASB issued Staff Position (FSP) No. FAS 157-2 "Effective Date of FASB Statement No. 157," which delayed the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis, until January 1, 2009, for calendar year-end entities.

SFAS 157 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

SFAS 157 defines fair value as the price that would be receive to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. SFAS 157 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions that are based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FAS 157 are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly, or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means;

Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability.

(The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)

The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair vlue on a recurring basis as of June 30, 2009.

                                  FAIR VALUE AT JUNE 30, 2009
                        _______________________________________________

                          TOTAL       LEVEL 1     LEVEL 2      LEVEL 3
                        _______________________________________________
Assets:
   Intangibles -
      Merchant
      Portfolios        $ 1,022,729   $     -     $ 1,022,729  $     -
                        _______________________________________________
                        $ 1,022,729   $           $ 1,022,729  $     -
                        ===============================================


Liabilities:
   Line of Credit,
      related party     $   735,875   $     -     $ 735,875     $    -
                        _______________________________________________
                        $   735,875   $     -     $ 735,875     $    -
                        ===============================================

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2009 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2008

Results of operations consist of the following:


                               June 30, 2009     June 30, 2008     Difference     Difference
                                                                        $              %
                               ____________________________________________________________

Net Revenues                    $ 1,408,574        $ 1,946,234     $ (537,660)       (28)
Cost of Revenues                    952,348          1,252,792       (300,444)       (24)
                               ____________________________________________________________
Gross Profit                        456,226            693,442       (237,216)       (34)
Operating, General,
  and Administrative Costs          604,071            619,922        (15,851)        (3)
                               ____________________________________________________________

Net Operating Gain/(Loss)       $  (147,845)       $    73,520     $ (221,365)      (301)
                               ============================================================

Net revenues decreased by $537,660 from $1,946,234 for the three months ended June 30, 2008 to $1,408,574 for the three months ended June 30, 2009, due mainly to the poor economy as well as continued attrition of merchant accounts and tighter credit policies. Residuals decreased by approximately $490,400. This decrease was due in part to the attrition of merchant accounts but the primary factor was the faltering economy which affected us in two ways. First, reduced merchant sales led directly to reduced residuals. Secondly, many small businesses closed shop last year due to the lagging economy. A number of merchants simply closed their doors and bank accounts, precluding us from even collecting their early termination fees. Equipment sales dropped by $43,285, due primarily to our new marketing model, introduced in January 2009, wherein merchants receive a "loaner" terminal as part of a total package for which they pay a flat monthly fee. Merchant attrition, caused by better offers from competitors as well as closing businesses, is a common aspect of our industry. However, we believe our new marketing models will help stop attrition to some extent. In the second quarter we saw a significant decline in attrition of merchant accounts, roughly 22% less than we had seen over the previous year.

The costs associated with the merchant account services decreased by approximately 24% or $300,444 primarily due to decreased costs associated with residual income as well as decreased commissions and equipment costs due to lower sales. Again, both residuals and sales were lower than in prior periods due to the sluggish economy.

General and administrative costs decreased by approximately 3% or $15,851 from $619,922 for the three months ended June 30, 2008 to $604,071 for the three months ended June 30, 2009. While there was cumulative decrease of approximately $97,500 for amortization, interest, office and bonus expenses, these were offset by a $43,900 combined increase in advertising, depreciation, salaries, office rent and state taxes and the additional $38,600 of undercharged residual fees for November and December 2008. An increase of $27,051 increase in advertising reflects expenses associated with the startup of the new LiftMySales program.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2008

Results of operations consist of the following:


                               June 30, 2009     June 30, 2008     Difference     Difference
                                                                        $              %
                               _____________________________________________________________

Net Revenues                    $ 2,926,288        $ 3,886,913     $ (960,625)        (25)
Cost of Revenues                  1,852,530          2,487,877       (635,347)        (26)
                               _____________________________________________________________
Gross Profit                      1,073,758          1,399,036       (325,278)        (23)
Operating, General,
  and Administrative Costs        1,278,897          1,308,930        (30,033)         (2)
                               _____________________________________________________________

Net Operating Gain/(Loss)       $  (205,139)       $    90,106     $ (295,245)       (328)
                               =============================================================

Net revenues decreased by $960,625 from $3,886,913 for the six months ended June 30, 2008 to $2,926,288 for the six months ended June 30, 2009, due mainly to the poor economy as well as continued attrition of merchant accounts and tighter credit policies. Residuals decreased by approximately $860,100. This decrease was due primarily to the faltering economy, with merchant sales dropping approximately $1.2 million since January 2009. Equipment sales dropped by $106,000, due to a combination of the poor economy and to our new marketing model, introduced in January 2009, wherein merchants receive a "loaner" terminal as part of a total package for which they pay a flat monthly fee. Merchant attrition, caused by better offers from competitors as well as closing businesses, is a common aspect of our industry. However, we believe our new marketing models will help stop attrition to some extent.

The costs associated with the merchant account services decreased by approximately 26% or $635,347 due primarily to $578,108 in decreased costs associated with residual income as well as $31,940 in decreased commissions and $25,299 in equipment costs due to lower sales. Again, both residuals and sales were lower than in prior periods due to the sluggish economy.

General and administrative costs decreased by approximately 2% or $30,033 from $1,308,930 for the six months ended June 30, 2008, to $1,278,897 for the six months ended June 30, 2009. While there was cumulative decrease of approximately $163,000 for amortization, auto, consulting, interest, insurance, office and bonus expenses, these were offset by a $133,000 combined increase in advertising, depreciation, salaries, office rent and state taxes and the additional $38,600 of undercharged residual fees for November and December 2008. An increase of $429,900 in advertising reflects expenses associated with the startup of the new LiftMySales program.

LIQUIDITY AND CAPITAL RESOURCES

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


                             June 30, 2009     December 31, 2008      Difference     Difference
                                                                           $              %
                             _________________________________________________________________

Cash                          $   115,938          $    91,404       $    24,534         27
Accounts Payable and
     Accrued Expenses         $   481,435          $   616,227       $  (134,792)       (22)
Accounts Receivable, net      $     7,794          $    22,572       $   (14,778)       (65)

We have financed our operations during the second quarter primarily through sales, the collection of accounts receivable, the use of our line of credit, and the use of cash on hand. As of June 30, 2009, we had total current liabilities of $1,328,703 compared to $1,274,763 as of December 31, 2008. The increase in current liabilities is primarily due to the FTS fee underpayment.

Cash increased 27% from $91,404 at December 31, 2008, to $115,938 at June 30, 2009, due to decreased advertising and salaries expenses.

As of June 30, 2009, our accounts receivable, net decreased to $7,794 compared to $22,572 at December 31, 2008. The relating allowance for doubtful accounts increased only a $2,784 from $50,178 at December 31, 2008, to $52,962 as of June 30, 2009, because of continued strong controls on cash collections.

We had no equity issuances in the first or second quarters of 2009.