U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) UNDER THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended March 31, 2000
---------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT.
For the transition period from to
Commission file number 000-28301
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ID TECHNOLOGIES CORPORATION
---------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
North Carolina 56-1866233
--------------- ---------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
920 Main Campus Drive / Suite 400
Raleigh, North Carolina 27606
-----------------------------
(Address of Principal Executive Offices)
(919) 424-3722
--------------
(Issuer's Telephone Number, Including Area Code)
N/A
---
(Former Name, Former Address and
Former Fiscal Year, if Changed Since
Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
-
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The issuer had 8,493,570
shares of common stock outstanding as of May 5, 2000.
Transitional Small Business Disclosure Format (check one):
Yes No X
-
FORM 10-QSB INDEX
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
SIGNATURES
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Form 10-QSB contains forward-looking statements. Any statements
contained in this Form 10-QSB that are not statements of historical fact are
intended to be and are hereby identified as forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. ID
Technologies Corporation, a North Carolina corporation (the "Company" or
"IDTEK") cautions readers that forward looking statements involve known and
unknown risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking statements.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, expectations, future events or performance and underlying
assumptions and other statements which are other than statements of historical
facts.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate," "continue" or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not
within the Company's control. These factors include, but are not limited to,
economic conditions generally and in the industries in which the Company may
participate; competition within the Company's chosen industry, including
competition from much larger competitors; technological advances; and failure by
the Company to successfully develop potential products and/or business
relationships and strategic alliances. In addition to other factors and matters
discussed elsewhere herein, the following are important factors that, in the
view of the Company, could cause actual results to differ materially from those
discussed in the forward-looking statements: ability of the Company to obtain
acceptable forms and amounts of financing to fund current and future operations,
research and development and acquisitions; competition; the Company's operating
losses; the Company's ability to commercially develop its proposed products; the
Company's ability to attract, hire and retain employees and management
personnel; and the Company's ability to regain control over the development and
exploitation of its technology. The Company disclaims any intent or obligation
to update these forward-looking statements, whether as a result of new
information, future events or otherwise.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ID TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
March 31, 2000 December 31, 1999
(Unaudited) (Audited)
------------------------ -------------------
Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 27,900 $ 62,986
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . 3,270 3,270
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . 150 150
------------------------ -------------------
Total current assets . . . . . . . . . . . . . . . . . . . 31,320 66,406
Equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . 1,696 1,884
Patents, net. . . . . . . . . . . . . . . . . . . . . . . . . . . 16,566 17,562
------------------------ -------------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49,582 $ 85,852
======================== ===================
Liabilities and Shareholders' Deficit
Accounts payable and accrued liabilities . . . . . . . . . . . . 141,810 122,260
Note payable to shareholder. . . . . . . . . . . . . . . . . . . 35,000 -
Convertible debt, net of discount of
$114,000 and $171,000 at March 31,
2000 and December 31, 1999,
respectively. . . . . . . . . . . . . . . . . . . . . . . . . 186,000 129,000
------------------------ -------------------
Total current liabilities. . . . . . . . . . . . . . . . . 362,810 251,260
Deferred Revenue. . . . . . . . . . . . . . . . . . . . . . . . . 93,000 93,000
Long term convertible debt, net
of discount of $30,512 and $34,166
at March 31, 2000 and December 31,
2000, respectively . . . . . . . . . . . . . . . . . . . . . . 154,488 150,834
Shareholders' deficit:
Series A Preferred stock, $.001 par
value; 300,000 shares authorized;
no shares issued and outstanding. . . . . . . . . . . . . . . - -
Common stock, no par value,
5,000,000 shares authorized;
8,280,171 and 8,277,583 shares
issued and outstanding at March
31, 2000 and December 31, 1999,
respectively. . . . . . . . . . . . . . . . . . . . . . . . . 282,953 282,953
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . 3,406,034 3,390,859
Deficit accumulated during
the developmental stage. . . . . . . . . . . . . . . . . . . . (4,249,703) (4,083,054)
------------------------ --------------------
Total shareholders' deficit. . . . . . . . . . . . . . . . . (560,716) (409,242)
------------------------ --------------------
Total liabilities and sharehholders' deficit. . . . . . . . . . . . $49,582 $85,852
======================== ====================
ID TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
PERIOD FROM
INCEPTION
(MARCH 16,
3 MONTHS ENDD 3 MONTHS ENDED 1994) THROUGH
MARCH 31, 2000 MARCH 31, 1999 MARCH 31,2000
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------------ ------------------ ------------------
License revenue . . . . . . . . . . $ - $ - $ 92,000
Research and development. . . . . . 10,000 68,000 673,668
Selling, general and
administrative expenses . . . 84,314 37,907 3,504,486
------------------- ---------------------- ---------------
Loss from Operations . . . (94,314) (105,907) (4,086,154)
Other Income & Expense:
Interest income - contractual . . - - 2,157
Amortization of debt discount on. (60,654) - (127,358)
convertible debentures
Interest expense. . . . . . . . . (11,681) (2,110) (38,348)
------------------- ---------------------- ---------------
(72,335) (2,110) (163,549)
------------------- ---------------------- ---------------
Net Loss. . . . . . . . . . . . . . $(166,649) $(108,017) $(4,249,703)
=================== ====================== ===============
Basic and diluted per common. . . . $ (0.02) $(0.01)
=================== ======================
Weighted average number
of common shares . . . . . . . 8,277,729 8,175,833
=================== ======================
ID TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
PERIOD FROM INCEPTION (MARCH 16, 1994) THROUGH MARCH 31, 2000
DEFICIT
ADDITIONAL ACCUMULATED
PAID-IN DURING
SHARES AMOUNT CAPITAL DEVELOPMENT TOTAL
---------- ------------ ------- ------------- --------
Balance at March 16, 1994. . - $ - - $ - $ -
Issuance of common shares
for cash and noncash
consideration . . . . . . 1,595,200 366 33 - 399
Net loss . . . . . . . . . . - - - (123) (123)
---------- ------------ ------- ------------- --------
Balance at December 31, 1994 1,595,200 366 33 (123) 276
Issuance of common shares
for cash and noncash
consideration. . . . . . 404,800 - 101 - 101
Net loss . . . . . . . . . . - - - (2,263) (2,263)
---------- ------------ ------- ------------- --------
Balance at December 31, 1995 2,000,000 366 134 (2,386) (1,886)
DEFICIT
ADDITIONAL ACCUMULATED
PAID-IN DURING
SHARES AMOUNT CAPITAL DEVELOPMENT TOTAL
-----------------------------------------------------------------------------------
Issuance of common shares
for cash and noncash
consideration . . . . . . . . . 6,000,000 $ - $ 1,500 $ - $ 1,500
Net loss . . . . . . . . . . . . . - - - (29,889) (29,889)
-------------------------------------------------------------------------------------
Balance at December 31, 1996. . . 8,000,000 366 1,634 (32,275) (30,275)
Issuance of common shares
for cash, net of
issuance costs . . . . . . . . . 153,333 282,587 - - 282,587
Capital contribution in form
of research and
development services. . . . . . - - 201,405 - 201,405
Stock based compensation . . . . . - - 1,333,600 - 1,333,600
Net loss . . . . . . . . . . . . . - - - (1,684,313) (1,684,313)
--------------------------------------------------------------------------------------
Balance at December 31, 1997. . . 8,153,333 282,953 1,536,639 (1,716,588) 103,004
Issuance of common shares
for cash, net of
issuance costs . . . . . . . . 22,500 - 45,000 - 45,000
Capital contribution in form
of research and
development services. . . . . . - - 192,319 - 192,319
Stock based compensation . . . . . - - 933,425 - 933,425
Net loss . . . . . . . . . . . . . - - - (1,426,725) (1,426,725)
--------------------------------------------------------------------------------------
Balance at December 31, 1998 . . . 8,175,833 282,953 2,707,383 (3,143,313) (152,977)
Issuance of warrants in connection
with convertible debt . . . . . - - 271,870 - 271,870
Capital contribution in form
of research and
development services. . . . . . - - 269,441 - 269,441
Issuance of common shares
for noncash consideration . . . 101,750 - 142,165 - 142,165
Net loss . . . . . . . . . . . . . - - - (939,741) (939,741)
---------------------------------------------------------------------------------------
Balance at December 31, 1999 . . . 8,277,583 282,953 3,390,859 (4,083,054) (409,242)
Capital contribution in form
of research and
development services. . . . . . - - 10,000 - 10,000
Issuance of common shares
for noncash consideration. . . 2,588 - 5,175 - 5,175
Net loss . . . . . . . . . . . . . - - - (166,649) (166,649)
-----------------------------------------------------------------------------------------
Balance at March 31, 2000. . . . . 8,280,171 $ 282,953 $ 3,406,034 $ (4,249,703) $ (560,716)
=========================================================================================
ID TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
PERIOD FROM
INCEPTION (MARCH 16,
3 MONTHS ENDED 3 MONTHS ENDED 1994) THROUGH
MARCH 31, 2000 MARCH 31, 1999 MARCH 31, 2000
(UNAUDITED) (UNAUDITED) (UNAUDITED)
-----------------------------------------------------------------
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . $(166,649) $(108,018) $(4,249,703)
Adjustments to reconcile net loss to
net cash used in operation activities:
Depreciation. . . . . . . . . . . . . . . . . . 188 123 1,579
Amortization. . . . . . . . . . . . . . . . . . 996 996 11,337
Deferred revenue. . . . . . . . . . . . . . . . - - 93,000
Stock based compensation. . . . . . . . . . . . - - 2,267,025
Noncash marketing expenses. . . . . . . . . . . - - 49,165
Noncash development expenses. . . . . . . . . . 10,000 68,000 674,794
Noncash professional fees . . . . . . . . . . . 5,175 - 143,175
Discount on convertible debentures. . . . . . . 60,654 - 127,358
Change in operating assets and liabilities:
Notes receivable. . . . . . . . . . . . . - - (3,270)
Deposits. . . . . . . . . . . . . . . . . - - (150)
Accounts payable and accrued liabilities. 19,550 15,072 141,810
------------------------------------------------------------------
Net cash used in operating activities . . . . . . . (70,086) (23,827) (743,880)
Cash flows from investing activities:
Patent costs . . . . . . . . . . . . . . . . . . - - (27,903)
Purchase of equipment. . . . . . . . . . . . . . - - (3,275)
------------------------------------------------------------------
Net cash used in investing activities . . . . . . . - - (31,178)
Cash flows from financing activities:
Proceeds from note payable to shareholder. . . . 50,000 20,000 152,750
Payment of note payable to shareholder . . . . . (15,000) - (117,750)
Financing costs
Proceeds from sale of debentures . . . . . . . . - - 565,000
Payment on convertible debt. . . . . . . . . . . - - (80,000)
Proceeds from issues of common shares, net . . . - - 282,958
-------------------------------------------------------------------
Net cash provided by financing activities . . . . . 35,000 20,000 802,958
-------------------------------------------------------------------
Increase in cash and cash equivalents . . . . . . . (35,086) (3,827) 27,900
Cash and cash equivalents, beginning of period. . . 62,986 8,254 -
-------------------------------------------------------------------
Cash and cash equivalents, end of period. . . . . . $ 27,900 $ 4,427 $ 27,900
===================================================================
ID TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
1. MANAGEMENT'S OPINION
These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
Form 10K-SB for the fiscal year ended December 31, 1999.
2. DEBT DISCOUNT AMORTIZATION
Substantially all of the debt discount amortization expense is a non-cash charge
to account for the value of the stock warrants granted to Centennial Venture
Partners ("CVP") in conjunction with the $300,000 convertible debentures issued
in September 1999. The warrants must be expensed over the one-year life of the
debt, which is due September 2000. The majority of the remaining debt discount
of $144,512 will be amortized during the remainder of fiscal year 2000.
Without the debt discount amortization, the net loss for the quarter ended March
31, 2000 would be $105,995, as compared to a net loss of $166,649, as reported.
3. SHAREHOLDERS' EQUITY (DEFICIT)
In March 2000, the Company issued 2,588 shares of common stock, valued at
$5,175, in exchange for professional services.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.
The Company is engaged in the development of biometric technologies,
know-how, and products for licensing worldwide. The Company holds the patent
for a card, panel, or substrate allowing "on-board" storage and authentication
(identification) of fingerprints with a frontier biometric market size estimated
to be 1/10 trillion dollars. The applications of this technology are many and
varied: from welfare cards to loyalty/medical records/personal information cards
to controlling firearms by one user.
The development and production of this biometric breakthrough is managed by
the Company's scientific partner, Information Resources Engineering ("IRE") of
Baltimore, Maryland. IRE is a leading provider of network and internet security
systems and technologies. IRE is a shareholder of the Company, owning 13.7% of
the Company's outstanding common stock. IRE also holds a Company license with
rights to the internet, computer network, banking and treasury fields worldwide.
A prototype card was completed at the end of the Company's 1999 fiscal
year, as well as a comprehensive manufacturing plan to build a single-chip
production card at a cost below $20. The non-recurring engineering cost (NRE)
will be paid by IRE to the production card maker at a cost of approximately $1.7
million.
Presently, the Company has initial licenses in place with IRE, Protek,
Power^Up Marketing Corporation, BrentScott Associates and Revolution Labs, which
are expected to yield $1.46 million in initial license fees when card production
begins. Production is expected to begin in 2000 or 2001.
The Company believes it has to be the first-to-market leader with the
following competitive advantages:
- - A biometric fingerprint card with storage and a power source (lithium
battery) on board.
- - A biometric fingerprint card not requiring an independent power source.
- - A biometric fingerprint card safe-guarding personal privacy (a government
or corporate-based database system is unnecessary).
- - A biometric fingerprint card with 160 m.p.s of computing power (the power
of a Newton computer).
The biometric fingerprint card is essentially a standalone computer on a card
protected by the Lane foundation patent: United States Patent Number 5,623,552
issued on April 22, 1997.
The Company has been a developmental-stage company with nominal
revenues since its inception. Losses were $1,426,725 in 1998, $939,741 in 1999,
$108,017 in the quarter ended March 31, 1999 and $166,649 in the quarter ended
March 31, 2000.
As of March 2000, the Company has depleted its cash. The Company's Chief
Executive Officer lent the Company $50,000 in March 2000 to support the
Company's working capital needs. The Company is trying to raise at least $1.5
million in the immediate future with $500,000 of that needed for current year
operations.
With the Company's policy of contracting out development and concentrating
on licensing of its intellectual property, the Company does not plan to purchase
any equipment or buy or rent plant(s) in the next year. Nonetheless, when and
if the $1.5 million is raised, the Company intends to hire a high-level engineer
to oversee the Company's multi-development card projects and assist the
Company's licensees with their particular biometric applications.
RESULTS OF OPERATIONS
The following discussion provides an analysis of the Company's results of
operations and liquidity and capital resources. This should be read in
conjunction with the financial statements of the Company and notes thereto. The
operating results of the periods presented were not significantly affected by
inflation.
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2000 AND 1999:
There was no license or royalty revenue for the three months ended March
31, 2000 or 1999. License fee payments are predicated primarily on a $20 cost
biometric fingerprint production card. Royalty payments are predicated on the
sale of the cards to end-users by licensees.
The research and development expenses are a non-cash entry in both
quarters, which mirrors exactly IRE's research and development cash expenses for
the development of the biometric fingerprint card. IRE's research and
development cost for the card was $10,000 for the three months ended March 31,
2000 compared to $68,000 for the three months ended March 31, 1999. Even though
IRE, the Company's development partner and 13.7% shareholder, is responsible for
and incurred this expense, ID Technologies must record the expense since the
Company receives the benefits from IRE's research.
Selling, general, and administrative expenses during the three months ended
March 31, 2000 were $84,314, up 122% from the $37,907 of such expenses in the
prior year quarter due to hiring a seasoned Chief Executive Officer in the fall
of 1999 and the necessary purchase of Directors and Officers insurance.
Amortization of debt discount on convertible debentures was $60,654 in the
first quarter of 2000 compared to no such expense in the first quarter of the
1999 fiscal year. This is a non-cash expense to amortize the value of options
and warrants associated with the $485,000 of convertible debt obtained in 1999.
Interest expense was $11,681 in the first quarter of 2000, up from the
$2,110 recorded in the first quarter of 1999. This represents the accrued
interest of 12% on $185,000 convertible debentures issued in mid-1999 and 8%
interest on $300,000 convertible debentures issued in September 1999. The only
debt outstanding in the first quarter of 1999 was a small note from a
shareholder.
The Company's net operating loss for the three months ended March 31, 2000
was $94,314, down slightly from the net operating loss of $105,907 for the three
months ended March 31, 1999.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not involved in any material pending legal proceeding
adverse to the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
There were no sales of common stock in the first quarter; however,
there were 2,588 shares issued in exchange for professional services.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
There is no debt due until September 2000 when the CVP note is due.
Other debt represents a loan from a shareholder that has no defined due date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the
quarter ended March 31, 2000.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
--------
Exhibit
No. Description
- ---------- --------------------------------------------
3.1 Articles of Incorporation, together with all
amendments thereto. (Incorporated herein
by reference to Exhibit 2.01 of the
Company's Form 10-SB filed as of
November 30, 1999.)
3.2 Bylaws. (Incorporated herein by reference
to Exhibit 2.02 of the Company's Form
10-SB filed as of November 30, 1999.)
4.1 Form of Debenture Purchase Agreement by
and among the Company and purchasers of
the Company's 12% Convertible
Subordinated Debentures due 2002
(Incorporated herein by reference to
Exhibit 3.01 to the Company's Form 10
-SB filed as of November 30, 1999.)
4.2 Form of 12% Convertible Subordinated
Debenture Due 2002. (Incorporated herein
by reference to Exhibit 3.02 to the
Company's Form 10-SB filed as of
November 30, 1999.)
4.3 Registration Rights Agreement, dated as of
December 31, 1997, between the Company
and Hutchison & Mason PLLC. (Incorporated
herein by reference to Exhibit 3.04 to the
Company's Form 10-SB filed as of November
30, 1999.)
4.4 Stock Purchase Agreement, dated as of August
1, 1997, by and among the Company, Li-Pei
Wu and William F. Lane (as agent for certain
sellers), together with Addendum to Stock
Purchase Agreement of even date therewith.
(Incorporated herein by reference to Exhibit
3.04 to the Company's Form 10-SB filed as
of November 30, 1999.)
4.5 Convertible Debenture, dated September 24,
1999, made by the Company in favor of
Centennial Venture Partners, LLC ("CVP").
(Incorporated herein by reference to Exhibit
3.05 to the Company's Form 10-SB filed as
of November 30, 1999.)
4.6 Common Stock Purchase Warrant, dated
September 24, 1999, made by the Company
in favor of CVP (450,000 shares). (Incorporated
herein by reference to Exhibit 3.06 to the
Company's Form 10-SB filed as of November
30, 1999.)
4.7 Common Stock Purchase Warrant, dated September
24, 1999, made by the Company in favor of
CVP (150,000 shares). (Incorporated herein
by reference to Exhibit 3.07 to the Company's
Form 10-SB filed as of November 30, 1999.)
4.8 Common Stock Purchase Warrant, dated September
24, 1999, made by the Company in favor of CVP
(200,000 shares). (Incorporated herein by
reference to Exhibit 3.08 to the Company's Form
10-SB filed as of November 30, 1999.)
4.9 Common Stock Purchase Warrant, dated September
24, 1999, made by the Company in favor of CVP
(up to $500,000). (Incorporated herein by
reference to Exhibit 3.09 to the Company's Form
10-SB filed as of November 30, 1999.)
4.10 Investor Rights Agreement, dated as of September
24, 1999, by and among the Company and certain
holders of its capital stock. (Incorporated herein by
reference to Exhibit 3.10 to the Company's Form
10-SB filed as of November 30, 1999.)
4.11 Shareholders Agreement, dated September 24, 1999,
by and among the Company and certain shareholders
and investors. (Incorporated herein by reference to
Exhibit 3.11 to the Company's Form 10-SB filed as
of November 30, 1999.)
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K.
On February 11, 2000, the Company filed a report on Form 8-K reporting
under Item 4 that the Company changed independent public accountants for the
year ended December 31, 1999 from PricewaterhouseCoopers, LLP to Ernst & Young,
LLP.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ID TECHNOLOGIES CORPORATION
BY /S/ J. Phillips L. Johnston
--------------------------------
DATE: May 15, 2000 J. Phillips L. Johnston,
President and CEO
/S/ William F. Lane
--------------------------------
DATE: May 15, 2000 William F. Lane, Chairman and
Treasurer
(Principal Financial Officer)