ID-Confirm 10QSB 2007 Q2 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB

(Mark One)

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

For the quarterly period endedDecember 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 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during

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

63,268,542 common shares issued and outstanding as of February 1, 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 [ ] No [X]

	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	21

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

id-Confirm, Inc. (A development stage company) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2006

INDEX TO FINANCIAL STATEMENTS

& nbsp;	Page

Condensed Consolidated Balance Sheets as of December 31, 2006 and June 30, 2006……………………………................................................................................................................................................	4

Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2006
and 2005, and from October 28, 2004 (inception) through December 31,2006…………..…………………………..................................................................................................................................................	5

Condensed Consolidated Statement of Stockholders’ Equity from October 28, 2004 (inception)
through December 31, 2006 ……….………………………………………………………………………………….....................................................................................................................................................	6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2006 and 2005,
and from October 28, 2004 (inception) through December 31, 2006…………………………………………………................................................................................................................................................	7

Notes to Condensed Consolidated Financial Statements as of December 31, 2006………………………………….............................................................................................................................................	8

id-Confirm, Inc.
(a development stage company)
	December 31,		June 30,
Condensed Consolidated Balance Sheets	2006		2006
ASSETS
Current Assets
Cash and cash equivalents	$ 1,293,520	$	1,841,001
Inventory	113,541		340,409
Other current assets	10,101		-
Total current assets	1,417,162		2,181,410

Furniture, fixtures and equipment, net of accumulated depreciation of $34,535 and $20,449, respectively	107,969		115,348
Debt issuance costs, net of accumulated amortization of $218,162 and $117,472, respectively	100,690		201,380
Other assets	2,000		2,166

Total Assets	$ 1,627,821	$	2,500,304

LIABILITIES
Current Liabilities
Accounts payable	$ 13,136	$	35,204
Accrued liabilities	353,089		-
Convertible senior secured debentures, net of discounts	1,211,643		370,500

Total current liabilities	1,577,868		405,704
STOCKHOLDERS’ EQUITY
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, no
shares issued and outstanding	-		-
Common Stock, $0.0001 par value, 200,000,000 shares authorized,
63,068,502 and 55,968,467 shares issued and outstanding, respectively	6,307		5,597
Additional paid in capital	5,342,208		4,830,414
(Deficit) accumulated during development stage	(5,298,562)		(2,741,411)
Total Stockholders' Equity	49,953		2,094,600

Total Liabilities and Stockholders' Equity	$ 1,627,821	$	2,500,304

The accompanying notes are an integral part of these condensed consolidated financial statements

id-Confirm, Inc.										For the
(a development stage company)										Period from
		For the three		For the three		For the six		For the six		October 28, 2004
		months ended		months ended		months ended		months ended		(inception) to
Condensed Consolidated Statements of		December 31,		December 31,		December 31,		December 31,		December 31,
Operations		2006		2005		2006		2005		2006
				(restated)				(restated)
Net revenues	$	4,194	$	739	$	10,560	$	4,645	$	61,292

Cost of goods sold		2,263		351		8,005		2,324		40,621

Gross profit		1,931		388		2,555		2,321		20,671

Operating expenses:
Research and development		7,500		88,841		15,099		116,641		470,848
Selling, general and administrative		286,455		199,243		583,324		467,688		2,303,933
Inventory impairment		210,307		-		210,307		-		210,307
Stock based compensation		81,000		138,824		103,666		277,648		1,430,958
Total operating expenses		585,262		426,908		912,396		861,977		4,416,046

Income (loss) from operations		(583,331)		(426,520)		(909,841)		(859,656)		(4,395,375)

Other income (expense)
Interest income		15,045		12,543		33,154		17,554		101,338
Interest (expense)		(997,141)		(441,133)		(1,680,464)		(441,133)		(3,117,392)
Warrant valuation income (loss)		-		1,228,009		-		1,228,009		2,112,867
Total other income (expense)		(982,096)		799,419		(1,647,310)		804,430		(903,187)

Income (loss) before income tax		(1,565,427)		372,899		(2,557,151)		55,226		(5,298,562)

Income tax		-		-		-		-		-

Net income (loss)	$	(1,565,427)	$	372,899	$	(2,557,151)	$	55,226	$	(5,298,562)

Net income loss per share-basic and
diluted	$	(0.02)	$	0.01	$	(0.04)	$	0.00	$	(0.10)

Weighted average number of common
shares outstanding, basic and diluted		62,618,502		51,000,000		60,553,949		51,000,000		53,206,893


The accompanying notes are an integral part of these condensed consolidated financial statements

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

Condensed Consolidated Statement of Stockholders’ Equity							(Deficit)
Period from October 28, 2004 (inception) to December 31, 2006							accumulated		Total
					Additional		during		Stockholders'
	Common Stock				Paid-in		development		Equity
	Shares		Amount		Capital		stage
Inception, October 28, 2004	49,200,000	$	4,920	$	83,417	$	-	$	88,337

Common shares and warrants issued for cash	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) for the period ended June 30, 2005	-		-		-		(1,603,255)		(1,603,255)

BALANCES as of June 30, 2005	51,000,000		5,100		2,847,370		(1,603,255)		1,249,215
Fair value of detachable warrants issued in
conjunction with the convertible debentures	-		-		965,213		-		965,213
Fair value of common stock warrants issued to
convertible debenture placement agent	-		-		204,834		-		204,834
Stock based compensation	-		-		260,659		-		260,659
Common stock issued in payment of principal and
interest on convertible debentures	2,718,467		272		350,063		-		350,335
Fair value of stock issued for services	2,250,000		225		202,275		-		202,500
Net (loss) for the year ended June 30, 2006	-		-		-		(1,138,156)		(1,138,156)

BALANCES as of June 30, 2006	55,968,467		5,597		4,830,414		(2,741,411)		2,094,600
Common stock issued in payment of principal and
interest on convertible debentures	5,750,035		575		408,263		-		408,838
Stock based compensation	1,350,000		135		103,531		-		103,666
Net (loss) for the six months ended
December 31, 2006	-		-		-		(2,557,151)		(2,557,151)

BALANCES as of December 31, 2006	63,068,502	$	6,307	$	5,342,208	$	(5,298,562)	$	49,953

The accompanying notes are an integral part of these condensed consolidated financial statements

id-Confirm, Inc.						For the
(a development stage company)						Period from
	For the six			For the six		October 28, 2004
	Months ended			Months ended		(inception) to
Condensed Consolidated Statements of Cash Flows	December 31, 2006			December 31, 2005		December 31, 2006
Cash flows from operating activities:
Net (loss)	$	(2,557,151)	$	(55,226)	$	(5,298,562)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operations:
Depreciation		14,085		5,639		34,535
Stock-based compensation		103,666		277,648		1,430,958
Inventory impairment		210,307		-		210,307
Amortization of debt issuance costs		100,690		-		218,160
Amortization of debt discount		990,460		192,833		1,959,070
Amortization of original issue discount		186,813		43,466		407,076
Stock issued to debenture holders for interest expense		72,708		-		93,254
Fair value of warrants issued for services		-		204,834		204,834
Warrant valuation (income)		-		(1,228,009)		(2,112,867)
Changes in other current assets and liabilities:
Inventory		16,561		(441,148)		(323,848)
Other current assets		(9,935)		(1,140)		(10,101)
Other assets		-		1,100		(2,000)
Accounts payable & accrued liabilities		331,021		(33,192)		363,451
Net cash (used in) operating activities		(540,775)		(1,033,195)		(2,825,733)
Cash flow from investing activities
Purchase of equipment		(6,706)		(9,935)		(142,504)
Net cash (used in) investing activities		(6,706)		(9,935)		(142,504)
Cash flow from financing activities
Proceeds from sale of common stock		-		-		1,901,000
Proceeds from sale of convertible debentures		-		2,759,229		3,078,080
Repayment of convertible debentures		-		-		(488,584)
Debt issuance costs		-		-		(318,850)
Net cash provided by financing activities		-		2,759,229		4,171,646
Increase (decrease) in cash and cash equivalents		(547,481)		1,716,099		1,203,409

Cash and cash equivalents, beginning of period		1,841,001		1,246,242		90,111

Cash and cash equivalents, end of period	$	1,293,520	$	2,962,341	$	1,293,520
Supplemental disclosure of cash flow information:
Interest paid	$	-	$	-	$	24,429
Income taxes paid	$	-	$	-	$	-
Supplemental disclosure of non-cash investing
and financing activities:
Payment of debentures in common stock	$	336,130	$	-	$	665,919
Debt issuance costs	$	-	$	318,850	$	318,850
Warrant discount recorded upon issuance of debentures	$	-	$	-	$	3,078,080

The accompanying notes are an integral part of these condensed consolidated financial statements

id-Confirm, Inc.

(A development stage company)

Notes to Condensed Consolidated Financial Statements

1. Organization and Business

id-Confirm, Inc. (a development stage company) was incorporated in Nevada on October 29, 1999, and herein is referred to as “the Company” or “id-Confirm (Nevada)”. Prior to a name change on December 29, 2004, id-Confirm (Nevada) was known as Fidelity Capital Concepts Limited. On July 25, 2005, the Company also changed its fiscal year end from December 31 to June 30.

As of December 31, 2006, the Company had minimal revenue and is in the development stage of designing and marketing biometric identity recognition and verification technology and related products. Principal activities to date have consisted of organizing the Company, developing a business plan, assembling a management team and network of professional consultants and professionals, preliminary product design and capital formation.

(a) Reorganization on November 18, 2004

On November 18, 2004, the Company acquired id-Confirm, Inc., a development stage corporation organized in Colorado on October 28, 2004 (herein referred to as “id-Confirm (Colorado)”).

Immediately prior to the reorganization, id-Confirm (Nevada) had a total of 43,200,000 shares of issued and outstanding common stock. The reorganization was entered into pursuant to a Share Exchange Agreement whereby id-Confirm (Nevada) issued 26,000,000 shares of common stock to the shareholders of id-Confirm (Colorado) for all of the previously issued and outstanding common stock of id-Confirm (Colorado) and $1,000.

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.

As a consequence of the reorganization, the former id-Confirm (Colorado) shareholders owned approximately 52.85% of the resultant 49,200,000 outstanding shares of id-Confirm (Nevada) common stock. The reorganization was recorded as a recapitalization effected by a reverse acquisition wherein id-Confirm (Nevada) is treated as the acquiree for accounting purposes, even though it was the legal acquirer. Accordingly, the results of operations included in the financial statements consist solely of the accounting acquirer, id-Confirm (Colorado) since its October 28, 2004 inception and id-Confirm (Nevada) from the date of reorganization. Since the accounting acquiree, id-Confirm (Nevada) was previously inoperative, goodwill was not recorded.

(b) Going Concern and Liquidity

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. At present, the Company is in the development stage, is wholly reliant on its ability to raise additional capital for future financing needs and has had minimal revenues, saleable product, service or other business operations through December 31, 2006. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to address this uncertainty include completion of product design, develop a sales force and initiating revenue producing activities. In the first half of fiscal 2007, management continues to aggressively pursue alternative financing arrangements to assist in meeting these goals.

id-Confirm, Inc.

(A development stage company)

Notes to Condensed Consolidated Financial Statements

2. Significant Accounting Policies

(a) Basis of Presentation

The unaudited interim financial statements of the Company included herein have been prepared in accordance with the instructions for Form 10-QSB under the Securities Exchange Act of 1934, as amended, and Item 310 of Regulation S-B under the Securities Act of 1933, as amended. 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 relating to interim financial statements.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, including normal recurring accruals, necessary to present fairly the financial position of the Company at December 31, 2006, the results of operations for the six months and three months ended December 31, 2006 and 2005, and the period from inception (October 29, 2004) to December 31, 2006, and the cash flows for the six months ended December 31, 2006 and 2005, and the period from inception (October 29, 2004) to December 31,2006. The results of operations for the six months ended December 31, 2006 are not necessarily indicative of the expected results of operations for the full year or any future period. The balance sheet as of June 30, 2006 is derived from the Company’s audited financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-KSB for the period ended June 30, 2006 as filed with the Securities and Exchange Commission.

(b) Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, id-Confirm, Inc. (Colorado). All inter-company balances and transactions have been eliminated.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

(d) Stock-Based Compensation

The Company has adopted the fair value method of accounting for stock-based compensation recommended by SFAS No. 123R, “Share-Based Payment”.

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 the Company. If future market conditions are different than the assumption used, stock-based compensation expense could be significantly different.

id-Confirm, Inc.

(A development stage company)

Notes to Condensed Consolidated Financial Statements

2. Significant Accounting Policies (continued)

(e) Comprehensive Income

The Company had no items of comprehensive income for the three or six months ended December 31, 2006, or for the period from October 28, 2004 (inception) through December 31, 2006.

(f) Revenue Recognition

The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

3. Convertible Debentures and Warrants

On November 14 and November 22, 2005, the Company 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 The convertible debentures mature on November 14, 2007.

The convertible debentures do not bear interest on the outstanding principal amount, as we received $3,078,080 in gross proceeds and issued convertible debentures in the principal amount of $3,664,381. All principal on the convertible debentures shall be due on November 14, 2007. The Company may not prepay the convertible debentures without the consent of the debenture holders.

The Company was required to redeem the convertible debentures on a monthly basis, commencing the 1st of each month, immediately after the earlier of (a) the first such date immediately following the 120th day after the issuance of the convertible debentures and (b) the first such date following the 60th day after the effective date of a registration statement and ending upon the full redemption or conversions of the convertible debentures. The amount that the Company is required to redeem per month is 1/15 of the principal amount of the debentures.

In connection with the sale of the convertible debentures, a total of 6,179,395 long term warrants and 6,179,395 short term warrants were issued collectively to all of the debenture holders. The long term warrants are exercisable at any time on or after the six month anniversary of the issuance of the debentures 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 the registration statement, March 15, 2006, covering the shares issuable on exercise of the warrants or five years from the closing date.

id-Confirm, Inc.

(A development stage company)

Notes to Condensed Consolidated Financial Statements

3. Convertible Debentures and Warrants (continued)

Pursuant to their terms, the warrants may not be exercised if such exercise would result in the holder owning more than 4.99% of our outstanding shares of common stock.

In addition, the Company issued 244,292 long term and 244,292 short term warrants to the placement agent, issued on the same terms as the debentureholders’ warrants. These warrants were issued pursuant to Rule 506 of Regulation D under the Securities Act of 1933, in partial payment of placement fees in connection with the sale of the convertible debentures to the other selling stockholders.

On August 1, 2006 the Company failed to make the required installment payments under the senior secured convertible debentures. As a result, one of the debenture holders filed a formal notice of default with the Company claiming acceleration of the outstanding principal balance, accrued interest and penalties due. The Company owes this holder approximately $210,000 at the time of default. As a result of the default, the debentures are now considered current liabilities.

In addition, on October 16, 2006, the Company filed a new registration statement to register additional shares underlying the debentures so that future debt payments could be made in shares of common stock as provided for in the debenture agreement. This registration statement is not yet effective.

4. Stockholders’ Equity

In October 2006, the Company issued restricted stock grants to employees totalling 1,350,000 shares as past due compensation and sign-on bonuses for their employment. This stock was valued at $.06 per share, and the fair value of the Company’s stock at the time of the grant, and recorded as compensation expense in the accompanying financial statements.

5. Related Party Transactions

During the six months ended December 31, 2006, the Company recorded revenue of $4,300 from a firm in which a former officer and director of the Company, is a major stockholder. These sales were made on favorable terms to the entity.

In addition, the Company purchased office equipment totalling $6,705 form an entity controlled by a former officer and major stockholder.

The Company leases office space from a former officer and major stockholder. Rental payments made under the operating lease for the six months ended December 31, 2006 and 2005 were $22,200 and $7,300 respectively.

6. Subsequent Events

In January 2007, the Company re-negotiated the remaining term of its office lease with a former officer and major stockholder and will be released from the remaining term of the lease effective March 31, 2007.

On January 9, 2007, a second debenture holder filed a formal notice of default with the Company claiming acceleration of the outstanding principal balance, accrued interest and penalties due. The Company owes this holder approximately $194,000 at the time of default.

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 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. Concurrent with this transaction, FCC changed its name to id-Confirm (Nevada).

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 common shares. 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 theSecurities Act of 1933, as amended.

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 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 $61,292 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 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 basis. The product is designed to add security both to the use of a mobile communications system as well as credit verification methods.

On October 5, 2005, we announced that we entered into a 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. To date there has been no further activity related to this contract other than the initial shipment of product in June 2006.

Plan of Operation and Cash Requirements

We anticipate that we will expend approximately $1,500,000 during the upcoming twelve-month period ending December 31, 2007 to secure initial product orders, build market channels, support customer trials, complete independent product evaluations, recruit software engineers and marketing staff, conduct continued research and development on our new products, launch a marketing program, develop our manufacturing capabilities, and for working capital. These expenditures are broken down as follows:

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

Operating Expenses
Sales and Marketing	$	477,000
Research and Development		44,000
General and Administrative		979,000
Total Operating Expenses	$	1,500,000

At December 31, 2006, we had net working capital of $1,404,000 exclusive of our debentures and related default penalties. 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. 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.

Sales and Marketing

We are promoting our products and accompanying software through multiple channels, namely through soliciting master distributors in the United States, through value added resellers and through our own sales team. We plan to direct our marketing effort to target sales involved with network security. We anticipate that we will expend approximately $477,000 during the twelve-month period ending December 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, of the current year budget has been spent on research and development. We spent a minimal amount for the quarter ended December 31, 2006 on research and development activities since the initial development of the product is complete. From October 28, 2004 (inception) through December 31, 2006 we have spent over $470,000 on research and development activities. We expect that our annual research and development expenses will continue as we complete work on products currently in development.

We anticipate expending approximately $44,000 during the twelve-month period ending December 31, 2007 on research and development activities. 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 a minimal amount during the nine-month period ending June 30, 2007 in additional servers, computers and other equipment as we focus on gaining commercial traction for the existing products.

Employees

As of January 31, 2007, we employed 6 full-time people. We expect that we will add employees, mostly in the sales and sales support areas which will cause a substantial increase in the amount of money spent on salaries.

General and Administrative Expenses

We expect to spend over $979,000 during the twelve-month period ending December 31, 2007 on general and administrative expenses including legal and auditing fees, insurance, public relations, investor relations, salaries, rent, office supplies and other administrative related expenses.

Future Operations

We have generated $61,000 of gross sales revenues since the inception of our Company to December 31, 2006. Consequently, we have incurred losses of $1,565,000 for the three months ended December 31, 2006, and $5,299,000 from inception through December 31, 2006.

Management of the Company projects that we will require a minimum $300,000 to fund our ongoing working capital requirements and product purchases for the twelve-month period ending December 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.

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 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 $300,000 to carry out our business plan for the twelve months ending December 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 200,000,000 shares of common stock. 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 develop or 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.

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 will or 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 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 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 December 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

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 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

None.

Item 3. Defaults Upon Senior Securities

On August 1, 2006 the Company failed to make the required installment payments under the senior secured convertible debentures. The delinquent payments to the holders total $244,292 of principal and interest. As a result, one of the debenture holders filed a formal notice of default with the Company claiming acceleration of the outstanding principal balance, accrued interest and penalties due. The Company owes this holder approximately $210,000 at the time of default.

As a result of the default, the debentures are now considered current liabilities. In addition, on October 16, 2006, the Company filed a new registration statement to register additional shares underlying the debentures so that future debt payments could be made in shares of common stock as provided for in the debenture agreement.

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

A special meeting of the shareholders of id-Confirm, Inc. was held at #1800 Boulder Street, Suite 400, Denver, CO 80211-6400, on Friday, October 6, 2006, at 10:00 a.m. local time, for the purposes of approving:

(a)	an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 100,000,000 shares to 200,000,000 shares, par value of $0.0001 per share; and

(b)	an amendment to our Articles of Incorporation for the alteration of our authorized share capital to authorize the issuance of up to 100,000,000 shares of preferred stock, par value of $0.0001 per share (the "Preferred Shares"), for which the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the Preferred Shares;

	(collectively, the “Amendments”)

The record date for the special meeting was August 21, 2006. Both amendments were approved by a majority of the shares voted.

On October 6, 2006, pursuant to the approval of our shareholders, we filed an Amendment to Articles of Incorporation with the Nevada Secretary of State wherein we amended our Articles of Incorporation by increasing our authorized number of common stock from 100,000,000 to 200,000,000 shares with a par value of $0.0001 and authorizing the issuance of 100,000,000 shares of preferred stock with a par value of $0.0001 per share.

Item 5. Other Information

None.

Item 6. 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.	JMG Capital Partners LP
Crescent (International) Ltd.	Omicron Master Trust
Platinum Long Term Growth II, LLC	Iroquois Master Fund Ltd.
Double U Master Fund, LP	Monarch Capital Fund Ltd.
CMS Capital	Alpha Capital AG
Nite Capital LP	Bristol Investment Fund, Ltd.
Whalehaven Capital	Tayside Trading Ltd.

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

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).

(32) Section 906 Certification

32.1 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/ Thomas A. Breen

Thomas A. Breen
President, Secretary, Principal Financial Officer and Director
(Principal Executive Officer)

Date: February 20, 2007

ID-Confirm (IDCO) Inactive 10QSB2007 Q2 Quarterly report (small business)