In April 2005, the Company entered into a Memorandum of Understanding with a U.S. private company to acquire their biometric knowledge and assets, including patents, patents pending, and rights and patents to the TouchStar and Mini-TouchStar products in exchange for stock options for 300,000 shares of the Company exercisable at $1.00 per share for a period of five years from their date of issuance. One-third of the stock options shall be immediately exercisable, one-third shall be exercisable upon completion of the next annual meeting of the Company, and the remaining one-third on January 2, 2006. The TouchStar products to be acquired are biometrically-based time and attendance devices that not only record a person’s presence but also integrate with various payroll accounting systems.
The Company and another U.S. private company entered into an agreement in April 2005 that both companies working together to advance their individual positions within the industry of “Net-Centric” and “Biometric” technology through an active pilot program using a biometric component in a net-centric supply chain infrastructure to enhance productivity and transportation effectiveness among trading partners crossing regional borders as well as helping private businesses to achieve higher capital efficiency ratios.
Item 2. Management's Discussion and Analysis or Plan of Operation.
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.
As used in this quarterly report, the terms "we", "us", "our company", and "id-Confirm" mean id-Confirm, Inc. and our subsidiary, unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.
Background
We were incorporated under the laws of the State of Nevada on October 29, 1999. Until we effected the acquisition of id-Confirm, Inc., our focus was on the wholesale and retail of knit silk undergarments and silk blended lounge wear by direct customer sales through the internet and by mail order.
On November 18, 2004, we completed the acquisition of 100%, of the shares of id-Confirm, Inc. in exchange for issuing 26,000,000 shares of our common stock. As a result, the former stockholders of id-Confirm, Inc. acquired a majority of our outstanding stock. Therefore, for accounting purposes, id-Confirm, Inc. was deemed to have acquired Fidelity Capital Concepts Limited. id-Confirm, Inc. survives as our wholly-owned subsidiary. After completion of this acquisition of the id-Confirm, Inc. shares, we changed our name from "Fidelity Capital Concepts Limited" to "id-Confirm, Inc." to reflect our newly acquired business.
Our business involves developing and implementing the commercialization of a portable personal biometric device for use in personal identification, authentication, and security applications. The principal applications which will be pursued are identity theft, homeland security and credit card fraud.
Principal Products and Services
We are in the business of developing and implementing personal biometric devices for use in personal security applications.
Biometrics are automated methods of identifying a person or verifying the identity of a person based on a physiological or behavioural characteristic. Biometric technologies are becoming the foundation of an extensive array of highly secure identification and personal verification solutions. Essentially, all current biometric technologies work on the same principal. Each user is enrolled by the biometrics system and a copy of the enrollment data is stored in a secured database. When users present themselves for authentication, a new scan/sample is taken and compared with the one stored in the secured database. If the new sample matches, the
verification is confirmed. To date, we have developed intellectual property and technology with respect to portable personal biometrics.
On November 23, 2004 we entered into a letter of intent with Aeros Aviation, LLC and affiliate companies for Aeros to create a new generation of portable biometric identity devices for our exclusive use. These employ new hardware concepts as well as new mathematical formulations for identification and authentication methodologies.
Effective April 9, 2005 we entered into a Memorandum of Understanding with Aeros Aviation, LLC. The Memorandum of Understanding contemplates the acquisition of certain Aeros’ products that include the TouchStarTM and Mini-TouchStarTM products. This memorandum takes the place of the November 23, 2004 letter of intent to acquire Aeros.
We are still in our infancy as a viable commercial entity, and consequently our focus has been on the identification of market needs, the development of products and services to meet these needs, and the branding of our company and our services. We anticipate that the expected growth in revenues will assist us in attracting additional financing to allow us to add the needed resources in order to further support the growth of our operations. Despite our expectations, there are no assurances that an increase in our revenues can be achieved, or that we will be able to attract additional financing on acceptable terms, if at all. Should we be unable to achieve the anticipated revenue growth or to attract additional financing on acceptable terms, our ongoing business and future success may be adversely affected.
PLAN OF OPERATION AND CASH REQUIREMENTS
We anticipate that we will expend approximately $700,000 during the twelve-month period ending March 31, 2006 to secure initial product orders, build market channels, support customer trials, complete independent product evaluations, recruit senior engineers and marketing staff, conduct continued research and development on our new products, launch a marketing program, ramp up our manufacturing capabilities, purchase plant and machinery, and as working capital. These expenditures are broken down as follows:
Estimated Expenditures Required During the Twelve Month Period |
Operating expenses | | | |
Sales and Marketing | | $ | 300,000 |
Research and Development | | | 100,000 |
Manufacturing and Engineering | | | 0 |
General and Administrative | | | 250,000 |
Total Operating Expenses | | | 650,000 |
Capital expenditures | | | 50,000 |
Total | | $ | 700,000 |
As at March 31, 2005, we had working capital of $543,535. If necessary, we plan to raise any further capital required to meet these immediate short-term needs, and additional capital required to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities. Our directors are continuing to conduct an in-depth analysis of our business plan and related future opportunities for civil defence equipment companies. To better protect stockholder interests and provide future appreciation, we may concurrently pursue other opportunities or initiatives as an extension to our existing business.
We currently anticipate that revenues will commence and increase in the long-term as we increase our sales and marketing activities and introduce new products relating to biometrics in personal security applications. We expect to keep our operating costs to a minimum until cash is available through operating or financing activities. We anticipate that we will start generating revenues from the sale or lease of our biometric identification and
authentication systems within the next three months, but, we are not in a position to predict whether we will be able to generate sufficient sales revenues to meet operating expenses.
We believe that broad market acceptance of our security, identification and authentication products is critical to our future success and our ability to generate revenues. Unfortunately, there can be no assurance that we will be successful in marketing our current product offerings or any new product offerings. Failure to achieve broad market acceptance of our security products, as a result of competition, technological change, or otherwise, would adversely affect our business.
There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.
Sales and Marketing
We are promoting our products through multiple channels, namely through soliciting distributors in the United States and foreign countries, security consultants and our own sales team. We plan to direct our marketing effort to target sales in US homeland security, identity theft and credit card fraud. We will demonstrate the feasibility of our products to our potential customers via pilot projects. For example, we have been asked to participate in a pilot project being run in Bulgaria to test the feasibility of using systems such as we can produce in the fight against illegal border crossings of merchandise. Equally important, we are using the Internet as a marketing tool and in this regard we have built a secure website to disseminate information about our products. We anticipate that we will expend approximately $300,000 during the twelve-month period ending March 31, 2006 on sales and marketing activities, including the salaries for new and existing employees and consultants involved in sales and marketing.
Research and Development
We anticipate expending approximately $100,000 during the twelve-month period ending March 31, 2006 on research and development activities, which would include approximately $50,000 on salaries and $50,000 on related supplies to conduct these activities and the production of future prototypes. We intend to develop our own key components as part of our objective to reduce product cost.
Manufacturing and Engineering
We currently plan to have our products manufactured for us by third parties, under the supervision of qualified personnel. Our consultants in the design and development of our products have long term relationships with manufacturers and assemblers and we intend to use those relationships to our company’s advantage as it pertains to manufacturing and assembly of products. Engineering for our products is conducted through consultants to the company. Development of our “back office” software likewise has been accomplished through the use of independent consultants.
Capital Expenditures
We intend to invest $50,000 during the twelve-month period ending March 31, 2006 in additional server farm, computer, and other equipment.
Employees
We expect that we will expend $150,000 in salaries during the twelve months ending March 31, 2006. We currently employ 2 full time employees. The six consultants with whom we are working are compensated as independent contractors under the appropriate categories above. We intend to increase our engineering and marketing staff in tandem with our business programmes.
General and Administrative Expenses
We expect to spend $250,000 during the twelve-month period ending March 31, 2006 on general and administrative expenses including legal and auditing fees, insurance, public relations, salaries, rent, office equipment and other administrative related expenses.
Future Operations
We have not generated any revenues since inception. Consequently, we have incurred accumulated losses of approximately $1,052,680 from inception through March 31, 2005.
As noted above, the management of our company projects that we may require approximately $700,000 to fund our ongoing operating expenses, and working capital requirements for the twelve-month period ending March 31, 2006. These estimates do not include any unanticipated capital requirements that may be needed should we identify any products or business acquisitions that may add value to our current product and service offerings.
In the long-term, our ability to continue as a going concern as the continuation of our business is dependent upon successful and sufficient market acceptance of our current product offerings and any new product offerings that we may introduce, the continuing successful development of our products and related technologies, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments.
NEW ACCOUNTING PRONOUNCEMENTS
On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123(R) would require the Company to measure all employee stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements. In addition, SFAS No. 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. For public entities that file as a small business issuer, SFAS No. 123(R) is effective for the first interim or annual reporting period beginning after December 31, 2005.
In December 2004, FASB issued SFAS No. 153 to amend Opinion 29 by eliminating the exception for non-monetary exchanges of similar productive assets and replaces it with general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange is defined to have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.
We have not yet determined the effect of future implementation of these new standards on the consolidated financial statements.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our unaudited financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
RISK FACTORS
Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.
Our new business operations will be subject to a number of risks and uncertainties, including those set forth below:
We have had negative cash flows from operations. Our business operations may fail if our actual cash requirements exceed our estimates, and we are not able to obtain further financing.
Our company has had negative cash flows from operations as we have not yet commenced the sale of our products. To date, we have incurred significant expenses in product development and administration in order to ready our products for market. Our business plan calls for additional significant expenses necessary to bring our biometric products to market. We have estimated that we will require approximately $700,000 to carry out our business plan for the twelve months ending March 31, 2006. There is no assurance that actual cash requirements will not exceed our estimates, in which case we will require additional financing to bring our products into commercial operation, finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow. In particular, additional capital may be required in the event that:
- we incur unexpected costs in completing the development of our technology or encounter any unexpected technical or other difficulties;
- we incur delays and additional expenses as a result of technology failure;
- we are unable to create a substantial market for our services; or
- we incur any significant unanticipated expenses.
We may not be able to obtain additional equity or debt financing on acceptable terms if and when we need it. Even if financing is available it may not be available on terms that are favourable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results, and compete effectively. More importantly, if we are unable to raise further financing when required, our continued operations may have to be scaled down or even ceased and our ability to generate revenues would be negatively affected.
A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If the stock price declines, there can be no assurance that we can raise additional capital or generate funds from operations sufficient to meet our obligations.
If we issue additional shares in the future this may result in dilution to our existing stockholders.
Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock. Our board of directors has the authority to issue additional shares up to the authorized capital stated in the certificate of incorporation. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. It will also cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change of control of our corporation.
We have a history of losses and negative cash flows, which is likely to continue unless our products gain sufficient market acceptance to generate a commercially viable level of sales.
Since inception through March 31, 2005, we have incurred aggregate net losses of $1,052,680, and we had working capital of $543,535 as at March 31, 2005. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as market acceptance of our products, the unpredictability of when customers will order products, the size of customers' orders, the demand for our products, and the level of competition and general economic conditions.
Although we anticipate that we will be able to start generating revenues during the next 6 months, we also expect an increase in development and operating costs. Consequently, we expect to incur operating losses and net cash outflow unless and until our existing products, and/or any new products that we may develop or acquire, gain market acceptance sufficient to generate a commercially viable and sustainable level of sales.
In their report on the annual consolidated financial statements for the year ended September 30, 2004, our independent auditors included explanatory paragraphs regarding concerns about our ability to continue as a going concern. This was due to the uncertainty of our ability at the time to meet our current operating and capital expenses. There is no assurance that actual cash requirements will not exceed our estimates, in which case we will require additional financing to bring our products into commercial operation, finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.
Unless we can establish significant sales of our current products, our potential revenues may be significantly reduced.
We expect that a substantial portion, if not all, of our future revenue will be derived from the sale of our security products. We expect that these product offerings and their extensions and derivatives will account for a majority, if not all, of our revenue for the foreseeable future. The successful introduction and broad market acceptance of our security products - as well as the development, introduction and market acceptance of any future enhancements - are, therefore, critical to our future success and our ability to generate revenues. Unfortunately, there can be no assurance that we will be successful in marketing our current product offerings, or any new product offerings, applications or enhancements. Failure to achieve broad market acceptance of our security products, as a result of competition, technological change, or otherwise, would significantly harm our business.
We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.
Although management is not aware of similar products which would compete directly with our products, it is anticipated that larger, better-financed companies will or could develop products similar or superior to our products. Such competition will potentially affect our chances of achieving profitability, and ultimately adversely affect our ability to continue as a going concern.
If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.
As we proceed with the commercialization of our products, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations,
handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.
Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.
Our common stock is quoted on the OTC Bulletin Board service of the National Association of Securities Dealers. Trading in stocks quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with the company's operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like the Amex or the NYSE. Accordingly, shareholders may have difficulty reselling any of the shares.
Trading of our stock may be restricted by the SEC's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, the NASD (National Association of Securities Dealers Inc.) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being March 31, 2005. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and chief executive officer and our chief financial officer. Based upon that evaluation, our president and chief executive officer and our chief financial officer concluded that our company's disclosure controls and procedures are effective. There have been no significant changes in our company's internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None Item 6. Exhibits.
Exhibits required by Item 601 of Regulation S-B
Exhibit
Number | Description |
3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB, filed on December 2, 2003). |
3.2 | By-laws (incorporated by reference from our Registration Statement on Form 10-SB, filed on December 2, 2003). |
3.3 | Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K, filed on January 4, 2005) |
10.1 | Share Purchase Agreement dated September 1, 2003 between Fidelity Capital Concepts Limited, Kim Yvonne Allan and John Andrew Allan (incorporated by reference from our Registration Statement on Form 10-SB, filed on December 2, 2003). |
10.2 | Share Exchange Agreement dated November 12, 2004 between Fidelity Capital Concepts Limited and the shareholders of ID Confirm Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 17, 2004). |
10.3 | Letter of Intent dated November 23, 2004 between ID-Confirm Inc. and Aeros Aviation, LLC (incorporated by reference from our Current Report on Form 8-K, filed on December 1, 2004). |
10.4 | Letter of Intent between Id-Confirm Inc. and Aeros Aviation, LLC dated effective February 18, 2005 (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2005) |
10.5 | Letter of Intent between Id-Confirm Inc. and Inner Circle Logistics, Inc. dated effective April 1, 2005. (incorporated by reference from our Current Report on Form 8-K, filed on April 7, 2005) |
10.6 | Memorandum of Understanding between Id-Confirm Inc. and Aeros Aviation, LLC dated April 9, 2005 (incorporated by reference from our Current Report on Form 8-K, filed on April 12, 2005) |
21 | Subsidiaries of Id-Confirm, Inc. ID Confirm Inc. |
31.1 | Section 302 Certification |
31.2 | Section 302 Certification |
32.1 | Section 906 Certification |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ID-CONFIRM, INC. |
Date: May 24, 2005 | /s/ Ronald N. Baird
Ronald N. Baird, President and CEO
(Principal Executive Officer) |
Date: May 24, 2005 | /s/ Robert A. Morrison IV
Robert A. Morrison IV, Chief Financial Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer) |
