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 ended June 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number: 333-47924
OPUS MEDIA GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in it charter)
COLORADO 84-1506325
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
50 - 84TH AVENUE, TREASURE ISLAND, FLORIDA 33706
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(727) 360-5857
----------------------------------
(issuer's telephone number)
- --------------------------------------------------------------------------------
(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 such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of September 15, 2003, the issuer
had 53,143,083 shares of $.001 par value common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
<Table>
<Caption>
PAGE
----
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet, June 30, 2003 (unaudited) 1
Condensed statements of operations, three and six months ended June 30, 2003 and
2002 (unaudited), and June 17, 1999 (inception) through June 30, 2003 (unaudited) 2
Condensed statements of cash flows, three and six months ended June 30, 2003 and
2002 (unaudited), and June 17, 1999 (inception) through June 30, 2003 (unaudited) 3
Notes to condensed financial statements (unaudited) 4
Item 2. Management's Plan of Operation. 7
Item 3. Controls and Procedures 8
PART 2 - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities and Use of Proceeds 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures and Certification 11
</Table>
i
OPUS MEDIA GROUP, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
JUNE 30, 2003
<Table>
ASSETS
Property and equipment, net of accumulated depreciation and
amortization of $43,173 $ 5,848
Deposit (Note E) 250,000
-----------
$ 255,848
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Bank overdraft $ 290
Accounts payable and accrued expenses 310,772
Indebtedness to related party (Note B) 18,600
Unearned revenue 60
Accrued interest payable to shareholder 1,072
Note payable (Note E) 250,000
-----------
Total current liabilities 580,794
-----------
Shareholders' deficit (Note D):
Preferred stock --
Common stock 53,143
Outstanding common stock options 223,308
Outstanding common stock warrants 293,250
Additional paid-in capital 3,608,291
Deficit accumulated during development stage (4,502,938)
-----------
Total shareholder's deficit (324,946)
-----------
$ 255,848
===========
</Table>
See accompanying notes to condensed financial statements
1
OPUS MEDIA GROUP, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<Table>
<Caption>
JUNE 17,
1999
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION)
JUNE 30, JUNE 30, THROUGH
---------------------------- ---------------------------- JUNE 30,
2003 2002 2003 2002 2003
------------ ------------ ------------ ------------ ------------
Revenue, net $ 51 $ 89 $ 104 $ 272 $ 2,580
------------ ------------ ------------ ------------ ------------
Operating expenses:
Stock-based compensation (Note D) 46,100 -- 178,100 1,134,650 1,918,902
Selling, general and administrative 54,561 130,280 56,048 159,077 1,161,557
Marketing rights fees (Notes D and E) -- -- 60,000 -- 60,000
Cost for rescission of Plan of
Reorganization -- 150,000 -- 150,000 150,000
Record label inducement fee -- 400,000 -- 400,000 400,000
Contributed services -- -- -- -- 271,170
Depreciation and amortization 3,250 3,538 6,748 7,077 176,359
Asset impairment charge -- -- -- -- 250,409
------------ ------------ ------------ ------------ ------------
Total operating expenses 103,911 683,818 300,896 1,850,804 4,388,397
------------ ------------ ------------ ------------ ------------
Operating loss (103,860) (683,729) (300,792) (1,850,532) (4,385,817)
Non-operating income:
Interest income -- 21 20 21 16,739
Interest expense (Note E) (125,000) (457) (125,000) (1,421) (133,860)
------------ ------------ ------------ ------------ ------------
Loss before income taxes (228,860) (684,165) (425,772) (1,851,932) (4,502,938)
Income tax provision (Note C) -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss $ (228,860) $ (684,165) $ (425,772) $ (1,851,932) $ (4,502,938)
============ ============ ============ ============ ============
Basic and diluted loss per share $ (0.00) $ (0.03) $ (0.00) $ (0.09)
============ ============ ============ ============
Basic and diluted weighted average
common shares outstanding 51,643,113 25,464,166 40,458,559 20,484,585
============ ============ ============ ============
</Table>
See accompanying notes to condensed financial statements
2
OPUS MEDIA GROUP, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
JUNE 17,
1999
SIX MONTHS ENDED (INCEPTION)
JUNE 30, THROUGH
----------------------------- JUNE 30,
2003 2002 2003
----------- ----------- -----------
Net cash used in
operating activities (19,134) (590,625) (1,382,690)
----------- ----------- -----------
Cash flows from investing activities:
Equipment purchases -- -- (19,054)
Blastgard deposit (Note E) (250,000) -- (250,000)
Payments for copyright -- -- (485)
Payments for trademark -- -- (2,460)
Payments for web site -- -- (345,935)
Payments for patent -- -- (29,457)
Payments for leasehold improvements -- -- (2,802)
----------- ----------- -----------
Net cash used in
investing activities (250,000) -- (650,193)
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from the sale of common stock
net of offering costs -- 620,000 1,778,150
Proceeds from exercise of stock options -- -- 6,100
Payments on capital lease obligations -- (13,100) (29,967)
Proceeds from director loans 22,100 7,130 52,100
Repayment of director loans (3,500) (30,000) (33,500)
Proceeds from shareholder loan -- 25,000 25,000
Repayment of shareholder loan -- -- (25,000)
Proceeds from issuance of note payable (Note E) 250,000 -- 250,000
Contributed capital -- -- 10,000
----------- ----------- -----------
Net cash provided by
financing activities 268,600 609,030 2,032,883
----------- ----------- -----------
Net change in cash (534) 18,405 --
Cash, beginning of period 534 997 --
----------- ----------- -----------
Cash, end of period $ -- $ 19,402 $ --
=========== =========== ===========
Supplemental disclosure of cash flow information:
Income taxes $ -- $ -- $ --
=========== =========== ===========
Interest $ 125,000 $ 1,153 $ 8,860
=========== =========== ===========
Non-cash financing activities:
Equipment acquired under capital lease $ -- $ -- $ 29,967
=========== =========== ===========
Common stock issued in exchange for debt
owed to former merger candidate (Note D) $ 150,000 $ -- $ --
=========== =========== ===========
</Table>
See accompanying notes to condensed financial statements
3
OPUS MEDIA GROUP, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE A: BASIS OF PRESENTATION
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2002, and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
The Company is in the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by
Development Stage Enterprises". As of June 30, 2003, the Company has devoted
substantially all of its efforts to financial planning, raising capital and
developing markets and its web site.
Financial data presented herein are unaudited.
NOTE B: RELATED PARTY TRANSACTIONS
On March 25, 2003, the Company issued 3,000,000 shares of its common stock to a
director in exchange for consulting services. The market value of the common
stock on the transaction date was $.012 per share, resulting in stock-based
compensation expense of $36,000 (see Note D).
During the six months ended June 30, 2003, an officer paid expenses on behalf of
the Company totaling $3,500 and advanced the Company an additional $18,600.
Prior to June 30, 2003, the Company repaid the officer $3,500. The remaining
balance of $18,600 is included in the accompanying condensed financial
statements as "indebtedness to related party".
NOTE C: INCOME TAXES
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during all periods presented resulting in a deferred tax
asset, which was fully allowed for; therefore, the net benefit and expense
resulted in no income taxes.
NOTE D: SHAREHOLDERS' EQUITY
On March 25, 2003, the Company issued 8,000,000 shares of its common stock in
exchange for marketing and consulting services. The market value of the common
stock on the transaction date was $.012 per share. Stock-based compensation
expense of $96,000 was recognized in the accompanying condensed financial
statements for the six months ended June 30, 2003.
4
OPUS MEDIA GROUP, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
On March 25, 2003, the Company issued 5,000,000 shares of its common stock in
exchange for marketing rights (see Note E). The market value of the common stock
on the transaction date was $.012 per share. Marketing rights fees of $60,000
were recognized in the accompanying condensed financial statements for the six
months ended June 30, 2003.
On April 14, 2003, the Company issued 3,425,000 shares of its common stock in
exchange for marketing and consulting services. The market value of the common
stock on the transaction date was $.012 per share. Stock-based compensation
expense of $41,100 was recognized in the accompanying condensed financial
statements for the six months ended June 30, 2003.
On May 16, 2003, the Company issued 500,000 shares of its common stock in
exchange for legal services. The market value of the common stock on the
transaction date was $.01 per share. Stock-based compensation of $5,000 was
recognized in the accompanying condensed financial statements for the six months
ended June 30, 2003.
On June 6, 2003, the Company issued 1,500,000 shares of its common stock as
payment for a $150,000 liability owed to a former merger candidate.
Following is a statement of changes in shareholders' deficit for the six months
ended June 30, 2003:
<Table>
<Caption>
Deficit
Outstanding Outstanding Accumulated
Common stock Common Common Additional During the
---------------------- Stock Stock Paid-in Development
Shares Par Value Options Warrants Capital Stage Total
---------- --------- ---------- ----------- ---------- ----------- ---------
Balance, January 1, 2002 31,718,083 $31,718 $223,308 $293,250 $3,241,616 $(4,077,166) $(287,274)
March 2003, stock issued in
exchange for marketing rights
(Note E) 5,000,000 $ 5,000 $ -- $ -- $ 55,000 $ -- 60,000
March 2003, stock issued to
consultants in exchange for
services 8,000,000 8,000 -- -- 88,000 -- 96,000
March 2003, stock issued to
officers in exchange for services 3,000,000 3,000 -- -- 33,000 -- 36,000
April 2003, stock issued to
consultants in exchange for
services 3,425,000 3,425 -- -- 37,675 -- 41,100
May 2003, stock issued to
attorney in exchange for services 500,000 500 -- -- 4,500 -- 5,000
June 2003, stock issued as payment
of a liability owed to former merger
candidate 1,500,000 1,500 -- -- 148,500 -- 150,000
Net loss for the six months
ended June 30, 2003 -- -- -- -- -- (425,772) (425,772)
---------- ------- -------- -------- ---------- ----------- ---------
Balance, June 30, 2003 53,143,083 $53,143 $223,308 $293,250 $3,608,291 $(4,502,938) $(324,946)
========== ======= ======== ======== ========== =========== =========
</Table>
5
OPUS MEDIA GROUP, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE E: MEMORANDUM OF UNDERSTANDING
During the six months ended June 30, 2003, the Company signed a Memorandum of
Understanding ("MOU") with Blastgard, Inc. ("Blastgard"), pursuant to which the
Company issued five million shares of its restricted common stock to Blastgard
in exchange for the right to distribute and sell Blastgard products in China.
Blastgard develops, designs and manufactures patented technology products that
mitigate blasts and suppress flash fires resulting from explosions.
In addition, under the terms of the MOU, the Company has agreed to pay $5.5
million and issue 25 percent of the Company's then issued and outstanding common
stock in exchange for 51 percent of the issued and outstanding common stock of
Blastgard. Under the amended terms of the MOU, the Company has until November 1,
2003 to purchase the 51 percent interest in Blastgard.
On June 30, 2003, the Company received proceeds of $250,000 in exchange for a
promissory note. The proceeds were subsequently paid to Blastgard as an initial
deposit on the $5.5 million purchase price. The note carries a ten percent
interest rate and matures once either the Company or Blastgard receive
additional financing totaling $1 million or on June 30, 2004, which ever occurs
first. In addition, the Company agreed to issue the note holder 250,000 shares
of its common stock as a payment for making the loan. However, if the Company's
common stock is trading at less than $.50 per share on June 30, 2004, the
Company must pay the debt holder the difference between the stock price and $.50
per share. As a result, the Company recorded debt issue costs totaling $125,000
for the six months ended June 30, 2003, which is reflected as interest expense
in the accompanying condensed, unaudited financial statements. The 250,000
shares were not issued as of June 30, 2003.
6
ITEM 2. PLAN OF OPERATION
The following discussion should be read in conjunction with the Company's
financial statements and notes thereto included elsewhere in this Form 10-QSB.
Except for the historical information contained herein, the discussion in this
Form 10-QSB contains certain forward looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-QSB
should be read as being applicable to all related forward-looking statements
wherever they appear herein. The Company's actual results could differ
materially from those discussed here.
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the period ended June 30, 2003, have been
included.
FINANCIAL RESULTS
From inception, the Company has only recorded nominal revenues. The Company
remains a development stage company for accounting purposes. From inception on
June 17, 1999 through June 30, 2003, the Company has incurred a cumulative net
loss of approximately $4.5 million. The Company is in immediate need of
financing, as discussed below.
BLASTGARD
During the six months ended June 30, 2003, the Company entered into a Memorandum
of Understanding ("Agreement") with Blastgard, Inc., pursuant to which the
Company issued five million shares of restricted stock to Blastgard in exchange
for the right to distribute and sell Blastgard products in China. Blastgard
develops, designs and manufactures patented technology products that mitigate
blasts and suppress flash fires resulting from explosions. The Company also
entered into an agreement with David Hsia, pursuant to which the Company issued
five million shares of restricted stock to Mr. Hsia in exchange for his services
for one year in connection with the business development of the Company in China
in connection with the distribution and sale of Blastgard products.
In addition, under the terms of the Agreement, the Company has the right to pay
$5.5 million and issue 25% of the Company's then issued and outstanding common
stock in exchange for a 51% interest in Blastgard. Under the amended terms of
the Agreement, the Company has until November 1, 2003, to purchase the 51%
interest in Blastgard.
On June 30, 2003, the Company received proceeds of $250,000 in exchange for a
promissory note. The proceeds were subsequently paid to Blastgard as an initial
deposit on the $5.5 million purchase price. The note carries a ten percent
interest rate and matures once either the Company or Blastgard receive
additional financing totaling $1 million or on June 30, 2004, which ever occurs
first. In addition, the Company agreed to issue the note holder 250,000 shares
of its common stock as a payment for making the loan. However, if the Company's
common stock is trading at less than $.50 per share on June 30, 2004, the
Company must pay the debt holder the difference between the stock price and $.50
per share. As a result, the Company recorded debt issue costs totaling $125,000
for the six months ended June 30, 2003, which is reflected as interest expense
in the accompanying condensed, unaudited financial statements. The 250,000
shares were not issued as of June 30, 2003.
IMMEDIATE NEED OF FUNDING
The Company is in immediate need of funding. There can be no assurance that
financing will be available when needed or on terms acceptable to the Company.
There can be no assurance that the Company will be able to continue as a going
concern, or achieve material revenues and profitable operations.
7
ITEM 3. CONTROLS AND PROCEDURES
Based on their most recent evaluation, which was completed as of the end of the
period covered by this periodic report on Form 10-QSB, the Company's Chief
Executive Officer and Chief Financial Officer believe the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are
effective to ensure that information required to be disclosed by the Company in
this report is accumulated and communicated to the Company's management,
including its principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure. During the
fiscal quarter to which this report relates, there were no significant changes
in the Company's internal controls or other factors that could significantly
affect these controls subsequent to the date of their evaluation and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.
8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In June 2003, the Company issued 1,500,000 shares of its restricted common stock
to Localtoolbox Corporation pursuant to a settlement agreement dated May 9,
2002. The Company believes this transaction was exempt from registration under
Section 4(2) of the Securities Act of 1933. The transaction did not involve a
public offering, no sales commissions were paid, and a restrictive legend was
placed on the certificate evidencing the shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on August 12, 2003.
Proxies were solicited pursuant to Regulation 14A under the Exchange Act. The
matters voted upon were passed. The results are as follows:
Proposal 1: Election of Directors to serve until the next
meeting and until their successors are duly elected
and qualified:
<Table>
<Caption>
NAME FOR AGAINST ABSTAIN
Robert P. Gordon 20,369,682 -0- 142,500
Joseph R. King 20,369,682 -0- 142,500
John P. Kelly 20,366,682 3,000 142,500
Paul Henry 20,369,482 200 142,500
</Table>
Proposal 2: Ratification of Cordovano & Harvey, P.C. as
independent auditors for 2003:
<Table>
<Caption>
For Against Abstain
20,379,182 105,000 28,000
</Table>
Proposal 3: Approval of the 15:1 reverse split of the Company's
outstanding common stock:
<Table>
<Caption>
For Against Abstain
19,774,582 710,800 26,800
</Table>
Proposal 4: Amendment to the Articles of Incorporation to change
the Company's name to Opus Resource Group, Inc.:
<Table>
<Caption>
For Against Abstain
20,400,882 111,300 -0-
</Table>
The Company has fixed September 29, 2003, as the effective date of the
name change and the reverse-split of its outstanding common stock.
9
ITEM 5. OTHER INFORMATION.
Pursuant to a settlement agreement dated May 9, 2002 between the Company and
Localtoolbox Corporation ("LTB"), the Company agreed to pay $150,000 to LTB. As
collateral, the Company had agreed that LTB would have a security interest in
1,500,000 shares of common stock of the Company and the Company's technology and
pending patent application related to its online medical records business.
During the second quarter of 2003, the Company settled this matter, and LTB
agreed to accept the 1,500,000 shares and assignment of the technology as
payment in full of the $150,000 debt.
On June 30, 2003, the Company received proceeds of $250,000 in exchange for a
promissory note. The proceeds were subsequently paid to Blastgard, Inc. as an
initial deposit on the $5.5 million purchase price (pursuant to a memorandum of
understanding, as further described in Item 2. Plan of Operation). The note
carries a ten percent interest rate and matures once either the Company or
Blastgard receive additional financing totaling $1 million or on June 30, 2004,
which ever occurs first. In addition, the Company agreed to issue the note
holder 250,000 shares of its common stock as a payment for making the loan.
However, if the Company's common stock is trading at less than $.50 per share on
June 30, 2004, the Company must pay the debt holder the difference between the
stock price and $.50 per share. As a result, the Company recorded debt issue
costs totaling $125,000 for the six months ended June 30, 2003, which is
reflected as interest expense in the accompanying condensed, unaudited financial
statements. The 250,000 shares were not issued as of June 30, 2003.
As more fully described above in Item 4 (Submission of Matters to a Vote of
Security Holders), the Company has fixed September 29, 2003, as the effective
date of the name change and the reverse-split of its outstanding common stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
3.3 The Company's Articles of Incorporation, as amended and
currently in effect (Incorporated by reference to Exhibit 3.3
to the Registrant's quarterly report on Form 10-QSB for the
period ended September 30, 2002).
3.4 The Company's Bylaws, as amended and currently in effect
(Incorporated by reference to Exhibit 3.4 to the Registrant's
quarterly report on Form 10-QSB for the period ended September
30, 2002).
10.9 Agreement dated May 9, 2002, by and among the Company,
ToolTrust, LocalToolbox, ClearDialog, Robert P. Gordon, Robert
L. Evans, Garrett J. Girvan, and James K. Robbins
(Incorporated by reference to Exhibit 10.9 to the Registrant's
quarterly report on Form 10-QSB filed June 5, 2002.).
10.11 IDMedical.com, Inc. 2002 Stock Plan (Incorporated by reference
to Exhibit 10.11 of the Company's Registration Statement on
Form S-8 filed March 8, 2002).
31.1 Section 302 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
31.2 Section 302 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
32.1 Section 906 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
32.2 Section 906 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
(b) Reports on Form 8-K
There were no reports on Form 8-K during the quarter.
10
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OPUS MEDIA GROUP, INC.
By: /s/ Robert P. Gordon
---------------------------------------
Robert P. Gordon, Chief Executive Officer
and Chief Financial and Accounting Officer
Dated: September 17, 2003
11
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.3 The Company's Articles of Incorporation, as amended and
currently in effect (Incorporated by reference to Exhibit 3.3
to the Registrant's quarterly report on Form 10-QSB for the
period ended September 30, 2002).
3.4 The Company's Bylaws, as amended and currently in effect
(Incorporated by reference to Exhibit 3.4 to the Registrant's
quarterly report on Form 10-QSB for the period ended September
30, 2002).
10.9 Agreement dated May 9, 2002, by and among the Company,
ToolTrust, LocalToolbox, ClearDialog, Robert P. Gordon, Robert
L. Evans, Garrett J. Girvan, and James K. Robbins
(Incorporated by reference to Exhibit 10.9 to the Registrant's
quarterly report on Form 10-QSB filed June 5, 2002.).
10.11 IDMedical.com, Inc. 2002 Stock Plan (Incorporated by reference
to Exhibit 10.11 of the Company's Registration Statement on
Form S-8 filed March 8, 2002).
31.1 Section 302 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
31.2 Section 302 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
32.1 Section 906 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
32.2 Section 906 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
</Table>