ID-Confirm (IDCO) 10QSB/A 2006 Q3 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB/A

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  March 31, 2006

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

For the transition period from __________ to __________

Commission file number  0-50489

ID-CONFIRM, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	98-0222930
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1800 Boulder Street, Suite 400, Denver, CO 80211-6400

(Address of principal executive offices)

303.458.5727

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x     No [ ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

63,068,542 common shares issued and outstanding as of January 2, 2007

Transitional Small Business Disclosure Format (Check one):   Yes [ ]   No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (Check one):     Yes x     No [ ]

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements			.3
Item 2.	Management’s Discussion and Analysis or Plan of Operation		10
Item 3.	Controls and Procedures		18

PART II – OTHER INFORMATION

Item 1.		Legal Proceedings	19
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.		Defaults Upon Senior Securities	20
Item 4.	Submission of Matters to a Vote of Security Holders		20
Item 5.	Other Information		20
Item 6. Exhibits			20

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

id-Confirm, Inc.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2006

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheet as of March 31, 2006 (restated), and June 30, 2005		4

Condensed Consolidated Statements of Operations

for the Three Months Ended March 31, 2006 (restated) and 2005, Nine Months Ended March 31, 2006 (restated), from October 28, 2004 (inception) through March 31, 2005,and from October 28, 2004 (inception) through March 31, 2006 (restated) 5

Condensed Consolidated Statement of Stockholders’ Equity

from October 28, 2004 (inception) through March 31, 2006 (restated) 6

Condensed Consolidated Statements of Cash Flows

for the Nine Months Ended March 31, 2006 (restated) , from October 28, 2004 (inception) through March 31, 2005,

and from October 28, 2004 (inception) through March 31, 2006 (restated)	7
Notes to Condensed Consolidated Financial Statements as of March 31, 2006	8

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id-Confirm, Inc. (A development stage company)
Condensed Consolidated Balance Sheets		March 31, 2006	June 30, 2005
		(Restated)
ASSETS
Cash and cash equivalents	$	2,631,747	$	1,246,242
Accounts receivable		1,350		-
Product inventory		369,994		-
Total current assets		3,003,091		1,246,242
Furniture, fixtures and equipment, net of accumulated depreciation of $11,942 and $3,480 respectively		97,832		45,649
Other assets
Deposits		2,066		3,100
Debt issuance costs, net of accumulated amortization of $59,785 at March 31, 2006		259,066		-
Total other assets		261,132		3,100
Total Assets	$	3,362,055	$	1,294,991
LIABILITIES
Accounts payable and accrued liabilities	$	77,921	$	45,776
Total current liabilities		77,921		45,776
Debenture payable, net of $2,984,731 discount at March 31, 2006		679,650		-
Total liabilities		757,571		45,776
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 100,000,000 shares authorized,
51,000,000 shares issued and outstanding		5,100		5,100
Additional paid-in capital		4,429,490		2,847,370
(Deficit) accumulated during the development stage		(1,830,106)		(1,603,255)
Total stockholders’ equity		2,604,484		1,249,215
Total Liabilities and Stockholders’ Equity	$	3,362,055	$	1,294,991
See accompanying condensed consolidated notes.

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id-Confirm, Inc.

( a development stage company)

Condensed Consolidated Statements of Operations

		Three Months Ended March, 31, 2006		Three Months Ended March, 31, 2005		Nine Months Ended March 31, 2006		October 28,2004 (inception) through March 31, 2005		October 28,2004 (inception) through March 31, 2006
		(Restated)				(Restated)				(Restated)
Gross revenues	$	1,846	$	-	$	6,491	$	-	$	6,491
Cost of goods		(706)		-		(3,031)		-		(3,031)
Gross profit		1,140		-		3,460		-		3,460
Selling, general and administrative		446,417		990,197		1,030,746		1,052,685		1,772,662
Stock based compensation		134,424		-		412,072		-		1,276,205
(Loss) from operations		(579,701)		(990,197)		(1,439,358)		(1,052,685)		(3,045,407)
Interest income		26,355		5		43,909		5		46,703
Interest (expense)		(503,136)		-		(944,269)		-		(944,269)
Warrant valuation income (loss)		884,858		-		2,112,867		-		2,112,867
(Loss) before income taxes		(171,624)		(990,192)		(226,851)		(1,052,680)		(1,830,106)
Income taxes		-		-		-		-		-
Net (loss)	$	(171,624)	$	(990,192)	$	(226,851)	$	(1,052,680)	$	(1,830,106)
Loss per share – basic and diluted	$	(0.00)	$	(0.02)	$	(0.00)	$	(0.02)	$	(0.04)
Weighted average number of common shares outstanding		51,000,000		50,088,889		51,000,000		46,572,903		50,531,154

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id-Confirm, Inc.
(A development stage company)

Condensed Consolidated Statement of Stockholders’ Equity
from October 28, 2004 (inception) to March 31, 2006 (Restated)

						(Deficit)
						accumulated
				Additional		during the			Total
	Common stock			paid-in		development			stockholders’
	Shares	Amount		capital		stage			equity
								(Restated)		(Restated)
Inception, October 28, 2004	49,200,000	$	4,920	$	83,417	$		-	$	88,337
Common shares issued and exercise of stock purchase warrants	1,000,000		100		899,900			-		900,000
Exercise of stock purchase warrants	800,000		80		999,920			-		1,000,000
Stock-based compensation	-		-		864,133			-		864,133
Net (loss)	-		-		-			(1,603,255)		(1,603,255)
Balances June 30, 2005	51,000,000		5,100		2,847,370			(1,603,255)		1,249,215
Issuance of warrants to holders of convertible debentures	-	-		965,214		-			965,214
Stock-based compensation	-	-		412,072		-			412,072
Issuance of warrants for underwriting services associated with convertible debentures	-	-		204,834		-			204,834
Net (loss) (Restated)	-	-		-		(226,851)			(226,851)
Balances March 31, 2006	51,000,000	$	5,100	$	4,429,490	$	(1,830,106)		$	2,604,484
See accompanying condensed consolidated notes.

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id-Confirm, Inc.
(A development stage company)

Condensed Consolidated Statements of Cash Flows

		Nine Months Ended March 31, 2006	October 28,2004 (inception) through March 31, 2005		October 28, 2004 (inception) through March 31, 2006
		(Restated)			(Restated)
Cash flows from operating activities
Net (loss)	$	(226,851)	$ (1,052,680)	$	(1,830,106)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operations:
Depreciation and amortization		8,462	9,597		11,942
Stock-based compensation		412,072	725,309		1,276,205
Amortization of debt issuance costs		59,786	-		59,786
Amortization of discount on debentures		549,003	-		549,003
Amortization of original issue discount		130,647			130,647
Issuance of warrants for underwriting services		204,834	-		204,834
Warrant valuation (income)		(2,112,867)			(2,112,867)
Changes in other assets and liabilities:
Accounts receivable		(1,350)	-		(1,350)
Product inventory		(369,994)	-		(369,994)
Deposits		1,100	(2,100)		(2,000)
Prepaid expenses		(66)	-		(66)
Accounts payable and accrued liabilities		32,145	2,545		75,147
Net cash (used in) operating activities		(1,313,079)	(317,329)		(2,008,819)
Cash flows from investing activities
Purchase of equipment		(60,645)	(127,028)		(109,774)
Net cash from (used in) investing activities		(60,645)	(127,028)		(109,774)
Cash flows from financing activities
Net proceeds from issuance of debentures		2,759,229	-		2,759,229
Proceeds from sale of common stock		-	901,000		1,901,000
Net cash provided by financing activities		2,759,229	901,000		4,660,229
Increase (decrease) in cash and cash equivalents		1,385,505	456,643		2,541,636
Cash and cash equivalents, beginning of period		1,246,242	90,111		90,111
Cash and cash equivalents, end of period	$	2,631,747	$         636,865	$	2,631,747
`
Supplemental disclosure of non-cash investing and financing activities:
Interest paid	$	-	$                     -	$	-
Debt issuance costs, netted with proceeds	$	318,851	$                     -	$	318,851
See accompanying condensed consolidated notes.

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id-Confirm, Inc.
(A development stage company)

Notes to Condensed Consolidated Financial Statements

March 31, 2006

1. Restatement

In the fourth quarter of fiscal 2006, management determined that the Company had misapplied SFAS 133 "Accounting for Derivative Instruments and Hedging Activities” and related interpretations, in the Company’s financial statements filed on Form 10-QSB for the periods ending December 31, 2005 and March 31, 2006.

The adjustments related to the recording and valuation of the warrant liability in connection with the short term and long term warrants associated with the convertible debentures (see note 3). These adjustments resulted in warrant valuation income of $884,858 and $2,112,867 for the three and nine month periods ended March 31, 2006. The effect of the adjustment on the quarterly financial statements is as follows (unaudited):

	Three Months Ended March 31, 2006		Nine Months Ended March 31, 2006
Previously reported net income (loss)	$	(906,823)	$	(2,124,299)
Adjustment –warrant valuation income		884,858		2,112,867
Adjustment—interest expense due to debentures		(149,659)		(215,419)
Restated net income (loss), as restated	$	(171,624)	$	(226,851)
Net income (loss) per share, basic and diluted:
Previously reported	$	(0.02)	$	(0.04)
Adjustment		0.02		0.04
Net income (loss) per share, basic and diluted, as restated.	$	(0.00)	$	(0.00)

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id-Confirm, Inc.
(A development stage company)

Notes to Condensed Consolidated Financial Statements

March 31, 2006

2. Nature of Business

id-Confirm, Inc. (the “Company”) was incorporated in the state of Colorado on October 28, 2004. The Company designs and markets biometric identity authentication and verification devices, the associated technology (software and hardware) and related ancillary products. As of March 31, 2006, the Company was in the development stage.

3. Inventory

Inventory is carried at the lower of average cost or market and is comprised of 1GB biometrically enhanced flash drives and biometric access control time and attendance devices. These items are available for sale on the Company’s website.

4. Basis of Presentation

The accompanying interim condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position and results of the operations for the period presented. Furthermore, these financial statements should be read in conjunction with id-Confirm, Inc.’s audited financial statements at June 30, 2005 included in the Company’s Form 10-KSB filed September 28, 2005.

As reported in the June 30, 2005 financial statements, the Company’s lack of revenues and operating losses raise substantial doubt about its ability to continue as a going concern. The accompanying interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inventory is carried at the lower of average cost or market and is comprised of 1GB biometrically enhanced flash drives and biometric access control time and attendance devices. These items are available for sale on the Company’s website.

5. Stockholders’ Equity

Basic net earnings (loss) per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if options and warrants were converted into common stock and then share in the earnings of the Company. For the periods presented the outstanding options and warrants were not included in the calculation of diluted earnings per share because their effect would be anti-dilutive.

The Company charged $134,424 and $412,072 to operations for the three months ended March 31, 2006 and the nine months ended March 31, 2006, respectively, for stock options issued to consultants in prior periods by applying the fair value method in accordance with SFAS No.123. The value of the options are being recognized over the four year vesting term. The information regarding the stock options should be read in conjunction with the Company’s audited financial statements at June 30, 2005 included in the Company’s Form 10-KSB filed September 28, 2005.

6. Convertible Debentures

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On November 14, 2005, the Company entered into an exclusive Placement Agreement with several investors to raise up to $4,000,000, through a Senior Secured Convertible Debenture and Warrant Transaction Agreement. In conjunction with this

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id-Confirm, Inc.
(A development stage company)

Notes to Condensed Consolidated Financial Statements

6. Convertible Debentures (continued)

$4,000,000, private placement, the Company issued 6,179,395 Long Term (LT) Warrants and 6,179,395 Short Term (ST) Warrants. The debentures are due, if not converted, by November 13, 2007. The LT warrants are convertible at a price of $0.65 per share and the ST warrants are convertible at a price of $.60 per share.

The value of the 12,847,374 warrants issued with the convertible promissory notes was $5,146,094, which exceeded the $3,078,080 face value of the debentures, and accordingly, the full face value of the note of $3,078,080 was allocated to the warrant value by recording a debt discount of $3,078,080 and recording a $5,146,094 warrant liability. In addition, the excess of the value over the note amount, aggregating $2,068,014 was recorded as a warrant liability and charged to other income (expense) as a change in fair value of warrant liability.

At March 15, 2006, the date of the effective date of the registration statement, in accordance with SFAS 133, the Company revalued the total 12,874,374 short term and long term warrants underlying the warrant liability and at that time the total value was $965,213 using the following Black-Scholes assumptions: common stock price of $0.21, 1 and 5 years expected terms, zero expected dividends, volatility of 102.7% and a discount rate of 3.00%.

The revaluation resulted in a decrease to the warrant liability of $4,180,881 from the initial recording in November 2005 ($5,146,094) and a corresponding credit to the change in fair value of warrant liability. Accordingly, the net change in the fair value of the warrant liability during fiscal 2006 resulted in other income of $2,112,867.

The Company also issued 244,293 LT warrants and 244,293 ST warrants to JPC Capital Partners, Inc. for underwriting fees associated with the issuance of the debentures. The fair market value of these warrants using the Black-Scholes pricing model with the factors indicated above.

The balance of the convertible debentures, net of discounts, as of March 31, 2006 is as follows:

Face amount of debentures	$	3,664,381
Original issue discount		(586,301)
Valuation of warrants		(3,078,080)
Amortization of debt discounts		679,650
Net debenture payable	$	679,650

7. Related Party Transactions

The Company has two 11.4% shareholders. One of the shareholders is an officer and board member of the Company. The other major shareholder is a business advisor and consultant to the Company. He is reimbursed expenses, and has received a monthly stipend of $4,000 for several months totalling $10,000 for his consulting services for the quarter ending December 31, 2005 and $8,000 for the quarter ending March 31, 2006.

The Company leases space at 1800 Boulder Street, Denver, Colorado, 80211 from R.A. Morrison, LLC, a company owned by an officer and board member. The Company has agreed to a five-year lease that commenced on November 15, 2004 and is 3,500 square feet at a cost of $3,900 per month. An affiliated company is located next to the Company, and has their own individual employees; there are times when the employees of each company assist with tasks for the other company because of the closeness in physical location. The affiliate does reimburse the Company for employee health insurance that is all billed under the umbrella of the Company insurance bill.

In the quarter ending March 31, 2006 computer equipment (servers and computer hardware) for $34,537 was purchased from a firm in which a Company officer and director is a minority shareholder. Also during this quarter leasehold improvements totalling $10,100 (air conditioning for the computer room and wiring for the computer room) were completed and the invoice was paid to R.A. Morrison LLC.

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Item2.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 and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, and “id-Confirm” mean id-Confirm, Inc., a Nevada corporation, unless otherwise indicated.

Background

Fidelity Capital Concepts Limited (FCC) was incorporated under the laws of the State of Nevada on October 29, 1999. Until FCC effected the acquisition of a Colorado corporation on November 18, 2004, id-Confirm, Inc. (id-Confirm (Colorado)), its 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 October 8, 2004, FCC effected a forward split of its then issued and outstanding 5,400,000 shares of common stock on a one-for-eight basis. This forward split resulted in the company having 43,200,000 shares of common stock issued and outstanding as of October 8, 2004.

On November 12, 2004, FCC entered into a share exchange agreement with id-Confirm (Colorado) and its stockholders to acquire 100% of id-Confirm (Colorado)’s issued and outstanding shares of voting stock in exchange for 26,000,000 shares of common voting stock of FCC. The share consideration paid by FCC to id-Confirm (Colorado) stockholders represented 52.85% of the issued voting equity of FCC on a fully diluted basis immediately following closing. FCC’s acquisition of id-Confirm (Colorado) was an arm’s length transaction.

On November 18, 2004, FCC completed the acquisition of 100%, of the shares of common stock of id-Confirm (Colorado) in exchange for issuing 26,000,000 shares of common stock. As a result, the stockholders of id-Confirm, (Colorado) acquired a majority of the outstanding shares of common stock. Therefore, for accounting purposes, id-Confirm (Colorado) was deemed to have acquired FCC.

Concurrently, id-Confirm (Nevada) disposed of a wholly-owned subsidiary to a director and shareholder for cancellation of 1,600,000 common shares and another shareholder surrendered 18,400,000. The subsidiary disposed of accounted for all of id-Confirm (Nevada)’s prior business operations, and on the date of reorganization the net assets of the remaining non-operating entity were $87,337, consisting principally of cash and accounts payable.

None of the stockholders of id-Confirm (Colorado) were stockholders of FCC prior to the November 2004 acquisition. Under certain circumstances, the shares of common stock issued by FCC to the former stockholders of id-Confirm (Colorado) could constitute a controlling voting block on matters which may be put before FCC’s stockholders. In consideration for the exchange of all id-Confirm (Colorado) shares of common stock held by them, the 26,000,000 shares of common stock were issued to 13 individuals in reliance upon the exemptions from registration provided by Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended.

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On December 29, 2004, we changed our name from “Fidelity Capital Concepts Limited” to “id-Confirm, Inc”. The name change was recorded by the Nevada Secretary of State on December 29, 2004 and took effect with the Over-the-Counter Bulletin Board at the opening for trading on January 4, 2005 under the new stock symbol, IDCO.

Principal Products and Services

Our business involves developing and implementing the commercialization of portable personal biometric devices and software applications for use in personal identification, authentication, and security applications. The principal applications which will be pursued are in prevention of identity theft, assistance to homeland security and elimination of credit card fraud.

Biometrics are automated methods of identifying a person or verifying the identity of a person based on a physiological or behavioural characteristics. 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, verification is confirmed. To date, our company and its management have developed intellectual property, software applications and technology with respect to mobile personal biometrics. We are a development stage company and will require significant debt or equity financing to continue the development of our intellectual property, software and technology and to continue as a going concern.

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. To date, we have had $6,491 of revenues and we expect sales to grow in the next quarter. Despite our expectations, there are no assurances that 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 anticipated revenues or to attract additional financing on acceptable terms, our ongoing business and future success may be adversely affected.

On December 1, 2004, we announced a letter of intent between our company and Aeros Aviation, LLC (Aeros), and affiliated companies located in McKinney, Texas for Aeros to create a new generation of mobile biometric identity devices for id-Confirm, Inc.’s exclusive use. The terms of the letter of intent call for delivery of a working version of the initial device, along with its associated proprietary intellectual property, to id-Confirm, Inc. We intend to employ this initial device in the introduction of its mobile identification and verification system to selected industries and applications.

On April 1, 2005, we announced a memorandum of understanding with Inner Circle Logistics, Inc. (Inner Circle) for an active pilot program using a biometric component in a net-centric supply chain infrastructure. The purpose was to enhance productivity and transportation effectiveness among trading partners crossing regional borders as well as helping private businesses to achieve higher capital efficiency ratios.

On April 9, 2005, we announced a memorandum of understanding with Aeros which contemplates the acquisition of certain products of Aeros that include the touchStar^TM and Mini-touchStar^TM products. These products are the Time and Attendance and building access products and accompanying software components.

On August 2, 2005, we announced the availability of our one gigabyte memory device (SDD) for sale through our e-store. This device, which is about the size of an adult thumb and works with any USB-enabled computer, will allow the user to transport files in a secure environment from computer to computer (as in a work or school environment). Activated by the owner’s unique fingerprint biometrics, the memory device creates a secure method of storing and transporting confidential computer files and making them only available to its owner on any computer. To use the device, the owner initializes it to recognize only the owner’s biometric. The memory device can recognize up to four unique fingerprints. Data information is then stored on the memory device and it is removed and/or copied from the home or office computer. To access data files on it, away from the home or office computer, the user merely inserts it into the USB port of any computer, opens it with his or her fingerprint, and then retrieves files in the traditional way.

On August 8, 2005, we announced that we were assigned patent rights from Robert A. Morrison IV and Ronald N. Baird, our directors and officers, for a new mobile biometric communications device incorporating several unique innovations. No consideration was issued by us for this assignment. The device combines the attributes of a mobile telephone, with biometric security features, and the characteristics of a credit identification system. The mobile biometric communications device is designed to take the place of a number of devices and identification mechanisms that people carry with them on a day-to-day

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basis. The product is designed to add security both to the use of a mobile communications system as well as credit verification methods.

As of December 31, 2005, neither the Aeros nor Inner Circle agreements are completed, but both are in process at this time.

On October 5, 2005, we announced that we entered into Distributorship Agreement with BBD Best Brands Distribution Ltd. effective August 31, 2005. This agreement sets forth terms and conditions for the delivery of our biometric security devices and accompanying software to BBD for distribution in the Black Sea Region. In the first year of the three-year agreement, we would deliver mobile biometric products, touchStar biometric time and attendance devices as well as USB biometric flash drives. The initial shipment would include 220 USB biometric flash drives (1GB) and 20 touchStar devices. The agreement sets forth terms that as sales occur additional product will be shipped from our Company to maintain a base inventory at BBD.

Plan of Operation And Cash Requirements

We anticipate that we will expend approximately $750,000 during the twelve-month period ending March 31, 2007 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 for working capital. These expenditures are broken down as follows:

Estimated Funding Required During the Twelve Month Period Ended March 31, 2007

Operating Expenses
Sales and Marketing	$	300,000
Research and Development		200,000
Manufacturing and Engineering		0
General and Administrative		250,000
Total Operating Expenses		750,000
Capital Expenditures		50,000
Total	$	800,000

At March 31, 2006, we had net working capital of $2,925,170. If necessary, we plan to raise additional capital required to meet these immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities. Our Board of Directors is continuing to conduct an analysis of our business plan and related future opportunities for civil defense 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, however, 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.

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Sales and Marketing

We are promoting our products and accompanying software through multiple channels, namely through soliciting master distributors in the United States and foreign countries, through security consultants and through our own sales team. We plan to direct our marketing effort to target sales in U.S. homeland security, identity theft prevention and eliminating credit card fraud. We will demonstrate the feasibility of our products and software to our potential customers via pilot projects. For example, we participated in a pilot project in Bulgaria to test the feasibility of using systems such as we can produce in the fight against illegal border crossings and theft of merchandise being transported across various border/customs points. In a report released in September 2005 by the United States Agency for International Development (USAID)/Bureau for Europe and Eurasia, the Bulgarian project has been deemed successful. The report further stated that this kind of technology will be useful for companies and governments to realize efficiencies in their market delivery systems and their border/customs security. We also have on-going pilot projects in Mexico and Romania. We have entered into a distributorship agreement with BBD Best Brands Distribution LTD of Constanta, Romania to distribute our products/technology. The agreement is a multiple year agreement with the initial installment calling for the sale of touchStar units, USB flashdrive units, and mobile biometric products in the amount of $50,000. We expect to experience revenues from this agreement in the next fiscal quarter. Equally important to us is the internet as a marketing tool. In this regard, we have built a secure website to disseminate information about our products and accompanying software. Our company’s e-store is accessible on the website and ready for product sales via the internet. The secure purchase site is accessible from our company’s website address, www.id-confirm.com. Products like the one gigabyte USB biometric flash drive can be purchased on the e-store site. The customer is able to use any major credit card to purchase our products. As we develop additional biometric security devices, these will also be available through the e-store. We anticipate that we will expend approximately $300,000 during the twelve-month period ending March 31, 2007 on sales and marketing activities, including the salaries for new and existing employees and consultants involved in sales and marketing.

Research and Development

As a development stage company with a unique multi-faceted technique for biometric authentication devices, much of the current year (inception through March 31, 2006) budget has been spent on research and development. We spent $116,883 for the quarter ended March 31, 2006 on research and development activities. From October 28, 2004 (inception) through March 31, 2006 we have spent $414,418 on research and development activities. We expect that our annual research and development expenses will continue to increase as we complete work on products currently in development.

We anticipate expending approximately $200,000 during the twelve-month period ending March 31, 2007 on research and development activities, which would include approximately $100,000 on salaries and $100,000 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 our consultants. 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, 2007 in an additional server farm, computer, and other equipment.

Employees

As of May 2, 2006, we employed 6 full-time people. The five consultants who have been utilized for their expertise in biometrics hardware/software and market distribution channels are compensated as independent contractors. We expect that we will add employees, mostly in the engineering and marketing areas which will cause a substantial increase in the amount of money spent on salaries. We intend to spend $325,000 for salaries during the twelve months ending March 31, 2007 with most of the increase being due to our engineering and marketing staff in tandem with our business programs.

General and Administrative Expenses

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We expect to spend $250,000 during the twelve-month period ending March 31, 2007 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 generated $6,491 of gross sales revenues since the inception of our Company to March 31, 2006. Consequently, we have incurred accumulated losses of $171,624 for the three months ended March 31, 2006, $226,851 for the nine months ended March 31, 2006 and $1,830,106 from inception through March 31, 2006.

As noted above, management of our company projects that we may require approximately $800,000 to fund our ongoing operating expenses, and working capital requirements for the twelve-month period ending March 31, 2007. 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 is dependent upon successful and sufficient market acceptance of our current product and software authentication offerings and any new product offerings and production of software that we may introduce. The continuing successful development and sales of our products and related technologies, and, finally, achieving a profitable level of operations will contribute to our ongoing success.

Application of Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. 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.

Significant estimates include evaluation of our company’s income tax net operating loss carryforwards and valuation of non-monetary transactions in connection with the issuances of shares of common stock and common stock warrants and options.

Stock-based Compensation

Our company has adopted the fair value method of accounting for stock-based compensation recommended by of SFAS No. 123, Accounting for Stock-based Compensation.

The fair value of stock options is estimated at the grant date using the Black-Scholes Option Pricing Model. This model requires the input of a number of assumptions, including expected dividend yields, expected stock price volatility, risk-free interest rates, and an expected life of the options. Although the assumptions used reflect management’s best estimate, they involve inherent uncertainties based on market conditions generally outside the control of our company. If future market conditions are different than the assumption used, stock-based compensation expense could be significantly different.

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.

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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 and technology. To date, we have incurred significant expenses in product development and administration in order to ready our products and software 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 $750,000 to carry out our business plan for the twelve months ending March 31, 2007. 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 favorable 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 shares of common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our shares of common stock could result in a reduction in the liquidity of our shares of 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 shares of 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 of common stock 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 of common stock 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 company.

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.

Although we anticipate that we will be able to start generating revenues during the next six months, we also expect an increase in development and operating costs. Consequently, we expect to incur operating losses and net cash outflows unless and until our existing products, and/or any new products that we may developor acquire, gain market acceptance sufficient to generate a commercially viable and sustainable level of sales.

Unless we can establish significant sales of our current products, our potential revenues may be significantly reduced.

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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.

There is a high risk of business failure due to the fact that we have not commenced commercial operations.

Although we are in the initial stages of developing and implementing the commercialization of our mobile personal biometric device for use in personal security applications, there is no assurance that we will be able to successfully develop sales of our products and technology. Thus we have no way of evaluating whether we will be able to operate the business successfully, and there is no assurance that we will be able to achieve profitable operations.

Potential investors should be aware of the difficulties normally encountered in developing and commercializing new industrial products and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the commercialization process that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to development, manufacture and financing of our mobile personal biometric device. If we are unsuccessful in addressing these risks, our business will most likely fail.

We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete depends to a significant degree on our proprietary technology incorporated in our mobile personal biometric device. Other than registering the domain name www.id-confirm.com, we have not taken any action to protect our proprietary technology. If any of our competitors’ copies or otherwise gains access to our proprietary technology or develops similar technologies independently, we would not be able to compete as effectively.

We also consider our trademarks valuable to our ability to continue to develop and maintain the goodwill and recognition associated with our brand. We have registered the trademark “id-Confirm” and other patents in the United States. These and any other measures that we may take to protect our intellectual property rights, which presently are based upon a combination of copyright, trade secret and trademark laws, may not be adequate to prevent their unauthorized use.

Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding any rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our service marks or require us to make changes to our website or other of our technologies.

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 and software technology which would compete directly with our products and technology, it is anticipated that larger, better-financed companies willor could develop products and technology similar or superior to our products and technology. 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 and software technology, 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

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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.

Our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our industry is characterized by rapid changes in technology and customer demands. As a result, our products and software may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products and software must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and software or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new products and software may not be favourably received.

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our shares of common stock and make it difficult for our stockholders to resell their shares of common stock.

Our shares of common stock are quoted on the OTC Bulletin Board service of the National Association of Securities Dealers Inc. 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 our company’s operations or business prospects. This volatility could depress the market price of our shares of 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 such as the American Stock Exchange or New York Stock Exchange. Accordingly, stockholders may have difficulty reselling any of their shares of common stock.

Trading of our shares of common stock may be restricted by the Securities and Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our shares of common stock.

The United States 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 Securities and Exchange Commission 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 shares of common stock.

NASD sales practice requirements may also limit a stockholder’s ability to buy and sell our shares of common stock.

In addition to the “penny stock” rules described above, the 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 National Association of Securities Dealers Inc. believes that there is a high probability that speculative low priced securities will not be suitable for

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at least some customers. The National Association of Securities Dealers Inc. requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our shares of common 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 Securities Exchange Act of 1934, as of the end of the period covered by the quarterly report, being March 31, 2006, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. 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 company’s president and chief executive officer and our chief financial officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our 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 and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period 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 reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president and chief executive officer and our chief financial officer as appropriate, to allow timely decisions regarding required disclosure.

PART II-OTHER INFORMATION

Item1.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 stockholder, is an adverse party or has a material interest adverse to our interest. The outcome of open unresolved legal proceedings is presently indeterminable. Any settlement resulting from resolution of these contingencies will be accounted for in the period of settlement. We do not believe the potential outcome from these legal proceedings will significantly impact our financial position, operations or cash flows.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

On October 27, 2005, we entered into private placement agreements with six institutional investors whereby we were to have received gross proceeds of $2,428,000 and have issued $2,890,476 of convertible debentures, convertible into 4,817,460 shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment. The investors were also to have been issued warrants exercisable at any time after six months from the closing date and for five years thereafter to purchase up to 3,215,213 shares of common stock at an exercise price of $0.9889 per share. The investors were also to have been issued 3,215,213 short term warrants at an adjusted exercise price of $0.60 per share, exercisable until the earlier of six months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date.

Subsequent to October 27, 2005, we rescinded our agreements with two investors and cancelled the corresponding debentures and warrants, and returned their funds. One former investor had $1,000,000 returned and another had $420,000 returned. These investors sought recission and return of their funds due to delays associated with the delivery of a UCC opinion in regards to the security granted over our intellectual property as required under the Securities Agreement. For the four investors that remained, the private placement closing and related debentures and warrants were amended to November 14, 2005, following delivery of the outstanding legal opinion. In addition, we also subsequently entered into private placement agreements with seven further investors for gross proceeds of $1,473,680 and have issued $1,754,381 of convertible debentures. These further investors were issued 2,904,693 warrants and 2,904,693 short term warrants, with the above noted terms and conditions of the warrants having been revised such that all long term warrants had an exercise price of $0.65 per share and all short term warrants had an exercise price of $0.60 per share and were exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date. As a result of the subsequent closing on November 14, 2005, a total of 4,891,359 long term

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warrants and 4,891,359 short term warrants were issued collectively to all of the investors, and we received gross proceeds of $2,481,680 and issued $2,954,381 of convertible debentures, convertible into 4,923,968 shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment.

In addition, we issued 196,959 long term and 196,959 short term warrants to one broker, issued on the same terms as the investors’ warrants, and paid cash compensation of 5% of the gross proceeds of the offering for brokerage services in the transaction.

These securities were issued in reliance on Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates or executive officers, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

Effective November 22, 2005 we entered into private placement agreements with three institutional investors whereby we received gross proceeds of $596,400 and issued $710,000 of convertible debentures due November 13, 2007, convertible into 1,183,333 shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment. A total of 1,197,302 long term warrants and 1,197,302 short term warrants have been issued collectively to all of the investors. The long term warrants are exercisable at any time on or after the six month anniversary of the securities purchase agreement at an exercise price of $0.65 per share, for a period of five years. The short term warrants have an exercise price of $0.60 per share, exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date.

In addition, we issued 47,334 long term and 47,334 short term warrants to one broker, issued on the same terms as the investors’ warrants, and paid cash compensation of 5% of the gross proceeds of the offering for brokerage services in the transaction.

As noted above, pursuant to the private placements that closed on November 14 and November 22, 2005, we received total gross proceeds of $3,078,080 and issued $3,664,381 of convertible debentures, convertible into shares of common stock at the option of the debenture holder at a conversion price of $0.60, subject to adjustment. The investors had also initially been issued warrants exercisable at any time after six months from the closing date and for five years thereafter to purchase up to 6,066,856 shares of common stock at an exercise price of $0.65 per share. The investors were also initially issued 6,066,856 short term warrants at an exercise price of $0.60 per share, exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date.

The number of short and long terms warrants that we were obligated to issue to the investors was to be based on an average of the closing prices of our common stock over a period of ten trading days prior to the closing. The number of warrants originally granted was incorrectly calculated based on an average of the closing bid and ask prices over the applicable period. Due to this inadvertent error in these calculations in determining number of warrants issuable to the investors, we were required to grant an additional 112,539 long term warrants and an additional 112,539 short term warrants to the investors. As a result, a total of 6,179,395 long term warrants and 6,179,395 short term warrants have been issued collectively to all of the investors.

These securities were issued in reliance on Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates or executive officers, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

Item 3.Defaults Upon Senior Securities

None.

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

None.

Item 5.Other Information

None.

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Item6.Exhibits.

Exhibits required by Item 601 of Regulation S-B

Exhibit Number/Description

(2) Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession

2.1           Share Purchase Agreement dated September 1, 2003 among FCC, Kim Yvonne Allan and John Andrew Allan (incorporated by reference from our Registration Statement on Form 10-SB filed on December 2, 2003).

2.2           Share Exchange Agreement dated November 12, 2004 among FCC and the stockholders of id-Confirm, Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 17, 2004).

(3) Articles of Incorporation and Bylaws

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).

(4) Instruments Defining the Rights of Security Holders, Including Indentures

4.1           2005 Stock Option Plan (incorporated by reference from our Annual Report on Form 10-KSB filed on September 28, 2005).

(10) Material Contracts

10.1         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).

10.2         Letter of Intent dated effective February 18, 2005 between id-Confirm Inc. and Aeros Aviation, LLC (incorporated by reference from our Current Report on Form 8-K filed on February 28, 2005).

10.3         Letter of Intent dated effective April 1, 2005 between id-Confirm Inc. and Inner Circle Logistics, Inc. (incorporated by reference from our Current Report on Form 8-K filed on April 7, 2005).

10.4         Memorandum of Understanding dated April 9, 2005 between id-Confirm, Inc. and Aeros Aviation, LLC (incorporated by reference from our Current Report on Form 8-K filed on April 12, 2005).

10.5         Distribution Agreement dated August 31, 2005 between id-Confirm, Inc. and BBD Best Brands Distribution Ltd. (incorporated by reference from our Current Report on Form 8-K filed on October 6, 2005).

10.6         Form of Securities Purchase Agreement entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):

JMG Triton Offshore Fund Ltd.
Crescent (International) Ltd.`
Platinum Long Term Growth II, LLC
Double U Master Fund, LP
CMS Capital
Nite Capital LP
Whalehaven Capital JMG Capital Partners LP
Omicron Master Trust
Iroquois Master Fund Ltd.
Monarch Capital Fund Ltd.
Alpha Capital AG
Bristol Investment Fund, Ltd.
Tayside Trading Ltd.

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10.7         Form of Senior Secured Convertible debenture entered into with the following subscribers for the principle amounts indicated, in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):

JMG Triton Offshore Fund Ltd.	$	300,000	JMG Capital Partners LP	$	300,000
Crescent (International) Ltd.	$	300,000	Omicron Master Trust	$	300,000
Platinum Long Term Growth II, LLC	$	297,714.29	Iroquois Master Fund Ltd.	$	120,000
Double U Master Fund, LP	$	300,000	Monarch Capital Fund Ltd.	$	300,000
CMS Capital	$	200,000	Alpha Capital AG	$	416,667.67
Nite Capital LP	$	120,000	Bristol Investment Fund, Ltd.	$	250,000
Whalehaven Capital	$	360,000	Tayside Trading Ltd.	$	100,000

10.8         Form of Registration Rights Agreement entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):

JMG Triton Offshore Fund Ltd.
Crescent (International) Ltd.
Platinum Long Term Growth II, LLC
Double U Master Fund, LP
CMS Capital
Nite Capital LP
Whalehaven Capital JMG Capital Partners LP
Omicron Master Trust
Iroquois Master Fund Ltd.
Monarch Capital Fund Ltd.
Alpha Capital AG
Bristol Investment Fund, Ltd.
Tayside Trading Ltd.

10.9         Form of Common Stock Purchase Warrant entered into with the following subscribers for the number of warrants indicated at an exercise price of $0.65 per share, in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):

JMG Triton Offshore Fund Ltd.	505,902	JMG Capital Partners LP	505,902
Crescent (International) Ltd.	505,902	Omicron Master Trust	505,902
Platinum Long Term Growth II, LLC	502,048	Iroquois Master Fund Ltd.	202,361
Double U Master Fund, LP	502,902	Monarch Capital Fund Ltd.	505,902
CMS Capital	337,268	Alpha Capital AG	702,642
Nite Capital LP	202,361	Bristol Investment Fund, Ltd.	421,585
Whalehaven Capital	667,083	Tayside Trading Ltd.	168,634

10.10       Form of Securities Agreement entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):

JMG Triton Offshore Fund Ltd.
Crescent (International) Ltd.
Platinum Long Term Growth II, LLC
Double U Master Fund, LP
CMS Capital
Nite Capital LP
Whalehaven Capital JMG Capital Partners LP
Omicron Master Trust
Iroquois Master Fund Ltd.
Monarch Capital Fund Ltd.
Alpha Capital AG
Bristol Investment Fund, Ltd.
Tayside Trading Ltd.

10.11       Form of Subsidiary Guarantee entered into with the following subscribers in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):

JMG Triton Offshore Fund Ltd.
Crescent (International) Ltd.
Platinum Long Term Growth II, LLC
Double U Master Fund, LP
CMS Capital
Nite Capital LP
Whalehaven Capital JMG Capital Partners LP
Omicron Master Trust
Iroquois Master Fund Ltd.
Monarch Capital Fund Ltd.
Alpha Capital AG
Bristol Investment Fund, Ltd.
Tayside Trading Ltd.

- 24 -

10.12       Form of Short Term Common Stock Purchase Warrant entered into with the following subscribers for the number of warrants indicated at an exercise price of $0.60 per share exercisable until the earlier of twelve months from the effective date of a registration statement covering the shares issuable on exercise of the warrants or five years from the closing date, in connection with the private placement of convertible debentures on November 14 and November 22, 2005 (incorporated by reference from our Current Report on Form 8-K filed on October 27, 2005):

			JMG Triton Offshore Fund Ltd.	505,902	JMG Capital Partners LP	505,902
			Crescent (International) Ltd.	505,902	Omicron Master Trust	505,902
			Platinum Long Term Growth II, LLC	502,048	Iroquois Master Fund Ltd.	202,361
			Double U Master Fund, LP	502,902	Monarch Capital Fund Ltd.	505,902
			CMS Capital	337,268	Alpha Capital AG	702,642
			Nite Capital LP	202,361	Bristol Investment Fund, Ltd.	421,585
			Whalehaven Capital	667,083	Tayside Trading Ltd.	168,634
(14)	Code of Ethics
14.1		Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on September 28, 2005).
(16)		Letter on change in certifying accountant

16.1         Letter from Moore Stephens Ellis Foster Ltd. regarding change in independent accountant (incorporated by reference from our Current Report on Form 8-K filed on July 29, 2005).

(21) Subsidiaries

id-Confirm Inc. (a Colorado company)

(31)	Section 302 Certifications
31.1	Section 302 Certification (filed herewith).
31.2	Section 302 Certification (filed herewith).
(32)	Section 906 Certification
32.1	Section 906 Certification (filed herewith).

32.2         Section 906 Certification (filed herewith).

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.

By: /s/ David A. Grasch                                                 

David A. Grasch

Chief Executive Officer

(Principal Executive Officer)

Date: February 14, 2007

By: /s/ Thomas A. Breen                                                ��

Thomas A. Breen

President, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: February 14, 2007