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 June 30, 2001
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[ ] Transition report under Section 13 or 15(d) of the Exchange Act.
For the transition period from to
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Commission file number 000-28301
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ID TECHNOLOGIES CORPORATION
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(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
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(Address of Principal Executive Offices)
(919) 424-3722
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(Issuer's Telephone Number, Including Area Code)
N/A
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(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
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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 10,078,450
shares of common stock outstanding as of July 5, 2001.
Transitional Small Business Disclosure Format (check one):
Yes No X
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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 control 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)
Condensed Balance Sheet
June 30, 2001 and December 31, 2000
June 30, 2001 December 31, 2000
(Unaudited) (Audited)
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Assets
Current assets:
Cash and cash equivalents $ 98,603 $ 49,311
Prepaid expenses $ 1,840 $ 7,010
----------- -----------
Total current assets $ 100,443 $ 56,321
Equipment, net $ 1,028 $ 1,252
Patents, net $ 25,021 $ 19,653
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Total assets $ 126,492 $ 77,226
=========== ===========
Liabilities and shareholders' deficit Current liabilities:
Accounts payable and accrued liabilities $ 59,278 $ 84,053
Notes payable to shareholder $ 3,022 $ 22,840
Notes payable, current $ 11,384 $ 60,618
Short term convertible debt, net of discount
of $12,242 $ 172,758 $ 0
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Total current liabilities $ 246,442 $ 167,511
Long term notes payable $ 29,486 $ 35,374
Long term convertible debt, net of discount
of $0 and $19,550, respectively $ 0 $ 165,450
Deferred revenue $ 372,940 $ 179,218
Shareholders' deficit:
Common stock $ 282,953 $ 282,953
Additional paid in capital $ 4,395,625 $ 4,236,417
Deficit accumulated during
development stage $(5,200,954) $(4,989,697)
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Total shareholders' deficit $ (522,376) $ (470,327)
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Total liabilities and shareholders' deficit $ 126,492 $ 77,226
=========== ===========
ID Technologies Corporation
(A Development Stage Company)
Condensed Statement of Operations for the six months ended June 30, 2001 and
2000 and for the period from inception (March 16, 1994) through June 30, 2001
6 months ended 6 months ended Inception
3/16/94 June 30, 2001 June 30, 2000
through 6/30/01
(Unaudited) (Unaudited) (Unaudited)
------------ ---------- -----------
License revenue $ 31,278 $ -- $ 126,122
Royalty revenue $ 4,000 $ -- $ 4,000
----------- ----------- -----------
Total revenues $ 35,278 $ -- $ 130,122
Research & development $ -- $ 10,000 $ 736,268
Selling, general and
administrative expenses $ 246,925 $ 226,916 $ 4,140,445
----------- ----------- -----------
Loss from operations $ (211,647) $ (236,916) $(4,746,591)
Other income and expense:
Interest income - contractual $ 1,246 $ -- $ 4,466
Gain on disposal of asset $ -- $ -- $ 353
Forgiveness of debt $ 20,757 $ -- $ 49,474
Amortization of debt discount on $ (7,308) $ (121,308) $ (290,829)
convertible debentures
Interest expense $ (14,305) $ (23,581) $ (91,827)
Debt conversion expense $ -- $ -- $ (126,000)
----------- ----------- -----------
Net loss $ (211,257) $ (381,805) $(5,200,954)
Basic and diluted loss
per common share $ (0.02) $ (0.05)
Weighted average number 9,927,620 8,335,869
of common shares
3 months ended 3 months ended
June 30, 2001 June 30, 2000
(Unaudited) (Unaudited)
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License revenue $ 2,832 $ --
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Total revenues $ 2,832 $ --
Selling, general and
administrative expenses $ 104,342 $ 142,602
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Loss from operations $ (101,510) $ (142,602)
Other income and expense:
Interest income - contractual $ 1,246 $ --
Forgiveness of debt $ 20,757 $ --
Amortization of debt discount on $ (3,654) $ (60,654)
convertible debentures
Interest expense $ (7,041) $ (11,900)
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Net loss $ (90,203) $ (215,156)
Basic and diluted loss
per common share $ (0.01) $ (0.03)
Weighted average number 10,007,360 8,393,570
of common shares
ID Technologies Corporation
(A Development Stage Company)
Statements of Shareholders' Equity (Deficit)
Period from inception (March 16, 1994) through June 30, 2001
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)
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Balance at December 31, 1995 2,000,000 366 134 (2,386) (1,886)
Issuance of common shares for cash and
noncash consideration 6,000,000 -- 1,500 -- 1,500
Net loss -- -- -- (29,889) (26,889)
---------- ---------- ---------- ---------- ----------
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)
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Balance at December 31, 1997 8,153,333 282,953 1,536,639 (1,716,588) 103,004
Issuance of common shares for noncash
consideration 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)
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Balance at December 31, 1998 8,175,833 282,953 2,707,383 (3,143,313) (152,977)
Issuance of warrants in connection with
issuance of 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)
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Balance at December 31, 1999 8,277,583 282,953 3,390,859 (4,083,054) (409,242)
Conversion of convertible debt to equity 250,000 -- 100,000 -- 100,000
Issuance of beneficial conversion features in
connection with issuance of convertible debt -- -- 31,200 -- 31,200
Debt conversion expense -- -- 126,000 -- 126,000
Capital contribution in form of research and
development services -- -- 72,600 -- 72,600
Issuance of common shares for noncash
consideration 211,759 -- 116,148 -- 116,148
Issuance of common shares for cash 944,963 -- 399,610 -- 399,610
Net loss -- -- -- (906,644) (906,644)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2000 9,684,305 282,953 4,236,417 (4,989,697) (470,327)
Issuance of common shares for noncash
consideration 65,499 -- 32,497 -- 32,497
Issuance of common shares for cash 257,556 -- 103,023 -- 103,023
Net loss -- -- -- (121,054) (121,054)
---------- ---------- ---------- ---------- ----------
Balance at March 31, 2001 10,007,360 282,953 4,371,937 (5,110,751) (455,861)
Issuance of common shares for noncash
consideration 71,090 -- 23,688 -- 23,688
Net loss -- -- -- (90,203) (90,203)
---------- ---------- ---------- ---------- ----------
Balance at June 30, 2001 10,078,450 282,953 4,395,625 (5,200,954) (522,376)
ID Technologies Corporation
(A Development Stage Company)
Condensed Statement of Cash Flows
for the six months ended June 30, 2001 and 2000 and for the period from
inception (March 16, 1994) through June 30, 2001
6 months ending 6 months ending Inception3/16/94
June 30, 2001 June 30, 2000 through 6/30/01
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(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (211,257) $ (381,805) $(5,200,954)
Adjustments to reconcile net loss to net cash
used in operation activities:
Depreciation $ 225 $ 376 $ 2,292
Amortization $ 2,732 $ 1,992 $ 17,282
Deferred revenue $ 193,722 $ -- $ 372,940
Gain on disposal of equipment $ -- $ -- $ (353)
Stock based compensation $ -- $ -- $ 2,267,025
Non-cash marketing expenses $ -- $ -- $ 49,165
Non-cash research and development expenses $ -- $ 10,000 $ 737,394
Non-cash professional fees $ 49,586 $ 76,050 $ 299,532
Non-cash interest payments $ 6,600 $ -- $ 13,530
Debt forgiveness $ (20,757) $ -- $ (49,474)
Non-cash debt conversion expense $ -- $ -- $ 126,000
Discount on convertible debentures $ 7,308 $ 121,308 $ 290,827
Change in operating assets and liabilities:
Prepaid expenses $ 5,170 $ (10,780) $ (1,840)
Accounts payable and accrued liabilities $ (4,017) $ 20,658 $ 80,037
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Net cash provided by (used in) operating $ 29,312 $ (162,201) $ (996,597)
activities
Cash flows from investing activities:
Patent costs $ (8,100) $ -- $ (42,303)
Purchase of equipment $ -- $ -- $ (3,980)
Disposal of equipment $ -- $ -- $ 1,014
----------- ----------- -----------
Net cash provided by (used in) investing $ (8,100) $ -- $ (45,269)
Activities Cash flow from financing activities:
Proceeds from issuance of notes payable $ -- $ 200,000 $ 383,750
Payment of notes payable $ (74,941) $ (50,000) $ (239,859)
Proceeds from issuance of convertible debt $ -- $ -- $ 665,000
Payment on convertible debt $ -- $ -- $ (380,000)
Proceeds from sale of common shares $ 103,022 $ -- $ 428,620
Proceeds from issuance of common shares, net $ -- $ -- $ 282,958
----------- ----------- -----------
Net cash provided by financing activities $ 28,081 $ 150,000 $ 1,140,469
Increase (decrease) in cash and cash equivalents $ 49,292 $ (12,201) $ 98,603
Cash and cash equivalents, beginning of period $ 49,311 $ 62,986 $ --
Cash and cash equivalents, end of period $ 98,603 $ 50,785 $ 98,603
ID Technologies Corporation
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(Unaudited)
1. Management's Opinion
While the financial information furnished is unaudited, the condensed
consolidated financial statements included in this report reflect all
adjustments (consisting of normal recurring adjustments) which the Company
considers necessary for the fair presentation of the results of company
operations for the interim periods covered and of the financial condition of the
Company at the date of the interim balance sheet. The results for interim
periods are not necessarily indicative of the results for the entire year. The
condensed consolidated financial statements should be read in conjunction with
the ID Technologies Corporation audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.
2. Licenses
Global Biometrics, Inc. owned options to purchase four exclusive licenses. The
options expired unexercised on June 30, 2001.
3. Revenue
License revenue is the amortization of the Bob Barker Company license valued at
$89,062 and the Global Biometrics Inc. licenses transferred from Protek for
$75,000. The license fees are being amortized at rates of $1,895 and $937 per
quarter respectively.
4. Accounts Payable
Payables for professional services totaling $27,757 were settled in full with
payments totaling $7,000 with no additional consideration. The difference of
$20,757 was recorded as forgiveness of debt.
5. $185,000 Convertible Debt
The annual interest payments on $85,000 private convertible debentures were paid
in full on June 30, 2001 with $3,600 paid in cash and $6,600 paid in stock at
the election of the debt holder. Those paid in stock were granted stock at the
average ask price during the month of June 2001. The annual interest payment on
$100,000 private debentures elected to defer the interest payment of $12,000
until December 15, 2001. The debt holder will be paid the $12,000 plus 12%
interest on the $12,000 and may elect a stock payout in lieu of cash for the
original $12,000 interest payment. The stock price would be the average ask
price for the month of June 2001.
6. Litigation
The Company filed a lawsuit against Fingerprint Cards AB on April 19, 2001 in
the United States District Court for the Eastern District of North Carolina
seeking, inter alia, a declaratory judgment regarding non-infringement and
unenforceability of the Lofberg patent. The Company is the owner of US Patent
No. 5,623,552 which is presently a principal patent in biometric technology
applications involving a stand-alone, integrated card for fingerprint-based
identification and access. To date, Fingerprint Cards AB has not filed an answer
to the Company's complaint.
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 potential applications of this technology are
many and varied: from welfare cards to loyalty/medical records/personal
information cards to controlling the use of firearms.
The development and production of this biometric breakthrough was managed by the
Company's scientific partner, SafeNet of Baltimore, Maryland. SafeNet is a
leading provider of network and Internet security systems and technologies.
SafeNet is a holder of approximately 12% of the Company's common stock and holds
a Company license in the fields of Internet, computer network, banking and
treasury fields worldwide which SafeNet sublicensed in perpetuity to Global
Biometrics in the fourth quarter of 2000.
A prototype 8 chip card was completed in April 2001, as well as a comprehensive
manufacturing plan to build a single-chip production card at a cost below $20 in
future years. The non-recurring engineering cost (NRE) to reduce the technology
to a single chip will be the responsibility of licensees, including Global
Biometrics and other engineering firms. These development costs are estimated at
approximately $1,700,000.
Presently, the Company has initial licenses in place with SafeNet, Global
Biometrics , Power^Up and BrentScott, which are expected to yield $400,000 in
additional license fees when card production begins. Production is currently
expected to begin in early 2002. The licenses to Bob Barker Company, SafeNet and
Global Biometrics are paid in full. The options Global Biometrics had for four
additional licenses expired unexercised on June 30, 2001. The Company will
attempt to sell those licenses to other interested parties, but makes no
assurances that it will be able to do so.
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 which will not require an
independent power source. - A biometric fingerprint card
safeguarding personal privacy (a government or corporate
database system is unnecessary).
- A biometric fingerprint card with 113 mps of computing power
(the power of a Palm Pilot).
The Company's biometric fingerprint card is essentially a stand-alone computer
on a card protected by the Lane foundation patent: United States Patent Number
5,623,552 issued on April 22, 1997 with an enforceable life until August 15,
2015. Another biometric patent was filed in February 2001.
The Company has been a development stage company with nominal revenues since its
inception. Losses were $1,684,313 in 1997, $1,426,725 in 1998, $939,741 in 1999,
$906,644 in 2000 and $211,275 in the first six months of 2001.
As of July 11, 2001, the Company had approximately $78,000 in cash and cash
equivalents. Currently, the Company has a cash burn rate of $35,000 per month.
With the Company's current policy of contracting out development and
concentrating on licensing of intellectual property and marketing, the Company
does not plan to purchase any equipment or buy or rent plant(s) in the next
year.
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 Six Months Ended June 30, 2001 and 2000:
License revenue for the first six months 2001 was $35,278 as compared to zero
for the same period of 2000. The license revenue is comprised of a $25,000
license transfer fee from SafeNet to sublicense in perpetuity the license to
Global Biometrics and $6,278 in the amortization of the Bob Barker and Global
Biometrics' licenses. No new license agreements were sold during the quarter.
Royalty revenue for the six months ended June 30, 2001 was $4,000 as compared to
zero for the same period of 2000. The royalty payments recorded during the
period are for SafeNet sales to a British government agency that uses the
Company's technology. Royalty payments are predicated on the sale price of the
cards to end-users by licensees.
The research and development expenses are a non-cash entry in prior years, which
mirrors exactly SafeNet's research and development cash expenses for the
development of the biometric fingerprint card. SafeNet did not incur any
research and development costs in the six months ended June 30, 2001 compared to
$10,000 for the six months ended June 30, 2000. Even though SafeNet, the
Company's development partner and holder of approximately 12% of the Company's
capital stock, was responsible for and incurred this expense, the Company
records the expense since the Company receives the benefits from SafeNet's
research.
Selling, general, and administrative expenses during the six months ended June
30, 2001 were $246,925, up 9% from the $226,916 of such expenses in the prior
year period. The variance is primarily due to increases in insurance costs and
professional fees.
Amortization of debt discount on convertible debentures was $7,308 in the first
six months of 2001 compared to $121,308 in the first six months of 2000. This is
a non-cash expense to amortize the value of options and warrants associated with
the $485,000 of convertible debt issued by the Company in 1999. The Company paid
off $300,000 of the debt in the fourth quarter of 2000, thus the $57,000 per
quarter of amortization related to that debt was not recorded in the first six
months of 2001.
Interest expense was $14,305 in the first six months of 2001, down from 23,581
in the first six months of 2000. This is interest of 12% on $185,000 convertible
debentures issued in April through June of 1999 and 14% on a $50,000 note
payable issued June 2000. In the first six months of 2000, the Company was also
liable for $300,000 in convertible debentures with an 8% interest rate. These
debentures were repaid with interest in the fourth quarter 2000.
The Company's net operating loss for the six months ended June 30, 2001 was
$211,647, down 11% from the net operating loss of $236,916 for the six months
ended June 30, 2000.
Recent Developments
On August 6, 2001, the Company entered into a teaming agreement with GRC
International (GRCI), an AT&T subsidiary, to provide leading-edge biometrics
technologies development, systems integration, and fielding. GRCI will be
responsible for marketing products deploying the Company's technology. The
Company will lead the biometric software development and engineering efforts and
system testing.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
The Company filed a lawsuit against Fingerprint Cards AB on April 19, 2001 in
the United States District Court for the Eastern District of North Carolina
seeking inter alia, a declaratory judgment regarding non-infringement an
unenforceability of the Lofberg patent. To date, Fingerprint Cards AB has not
filed an answer to the Company's complaint. The Company is not involved in any
other material pending legal proceeding adverse to the Company.
Item 2. Changes in Securities and Use of Proceeds.
The Company issued 39,662 shares of common stock in payment for $17,088 of
professional services. The Company also issued 31,428 common shares to private
debenture holders in lieu of $6,600 in interest payments due in June 2001.
The Company relied on the securities registration exemption provided by Section
4(2) of the Securities Act of 1933, as amended, in connection with these stock
issuances since these were privately negotiated transactions with individuals
who each had an existing business relationship with the Company.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the three months
ended June 30, 2001.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(A) EXHIBITS.
Exhibit Sequential
No. Description Page No.
- -------- ----------- ---------
3 Articles of Incorporation, together with all amendments
thereto, filed as Exhibit 2.01 to the Registrant's Form 10-SB
filed as of November 30, 1999, filed with the SEC, which is
incorporated herein by reference to such Form 10-SB.
3.1 Bylaws, filed as Exhibit 2.02 to the Registrant's Form 10-SB
filed as of November 30, 1999, filed with the SEC, which is
incorporated herein by reference to such Form 10-SB.
4 Form of Debenture Purchase Agreement by and among the Company
and purchasers of the Company's 12% Convertible Subordinated
Debentures due 2002, filed as Exhibit 3.01 to the Registrant's
Form 10-SB filed as of November 30, 1999, filed with the SEC,
which is incorporated herein by reference to such Form 10-SB.
4.1 Form of 12% Convertible Subordinated Debenture Due 2002, filed
as Exhibit 3.02 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
4.2 Registration Rights Agreement, dated as of December 31, 1997,
between the Company and Hutchison & Mason PLLC, filed as
Exhibit 3.04 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
4.3 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, filed as Exhibit 3.04 to the
Registrant's Form 10-SB filed as of November 30, 1999, filed
with the SEC, which is incorporated herein by reference to
such Form 10-SB.
4.4 Convertible Debenture, dated September 24, 1999, made by the
Company in favor of Centennial Venture Partners, LLC, filed as
Exhibit 3.05 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB ("CVP").
4.5 Common Stock Purchase Warrant, dated, September 24, 1999, made
by the Company in favor of CVP (450,000 shares), filed as
Exhibit 3.06 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
4.6 Common Stock Purchase Warrant, dated September 24, 1999, made
by the Company in favor of CVP (150,000 shares), filed as
Exhibit 3.07 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
4.7 Common Stock Purchase Warrant, dated September 24, 1999, made
by the Company in favor of CVP (200,000 shares), filed as
Exhibit 3.08 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
4.8 Common Stock Purchase Warrant, dated September 24, 1999, made
by the Company in favor of CVP (up to $500,000), filed as
Exhibit 3.09 to the Registrant's Form 10-SE filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
4.9 Investor Rights Agreement, dated as of September 24, 1999, by
and among the Company and certain holders of its capital
stock, filed as Exhibit 3.10 to the Registrant's Form 10-SB
filed as of November 30, 1999, filed with the SEC, which is
incorporated herein by reference to such Form 10-SB.
4.10 Shareholders Agreement, dated September 24, 1999, by and among
the Company and certain shareholders and investors, filed as
Exhibit 3.11 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
4.11 Form of Warrant to Purchase Common Stock issued by the Company
to various investors in 2000.
10 License Agreement, dated October 1, 1999, between the Company
and BrentScott Associates, LLC, filed as Exhibit 6.01 to the
Registrant's Form 10-SB filed as of November 30, 1999, filed
with the SEC, which is incorporated herein by reference to
such Form 10-SB.
10.1 Patent License Agreement, dated July 30, 1997, between the
Company and Information Resource Engineering, Inc., filed as
Exhibit 6.02 to the Registrant's Form 10-SB filed as of
November 30, 1999, filed with the SEC, which is incorporated
herein by reference to such Form 10-SB.
10.2 License Agreement, dated October 31, 1999, between the Company
and Revolution Labs, Inc. ("Revolution"), together with the
agreement among the Company, Revolution and Protective
Technologies, Inc. ("Protek") regarding the potential purchase
by Protek of Revolution's fields of license, filed as Exhibit
6.03 to the Registrant's Form 10-SB filed as of November 30,
1999, filed with the SEC, which is incorporated herein by
reference to such Form 10-SB.
10.3 Agreement, dated March 30, 1999, among Safe Guard Corporation,
Protek, Secure Card International, Inc., International
Biometrics Incorporated, Tele-Guard, Inc. and the Company,
filed as Exhibit 6.04 to the Registrant's Form 10-SE filed as
of November 30, 1999, filed with the SEC, which is
incorporated herein by reference to such Form 10-SB.
10.4 License Agreement dated February 2, 1999 between the Company
and Power^Up Marketing Corporation, filed as Exhibit 6.05 to
the Registrant's Form,10-SB filed as of November 30, 1999,
filed with the SEC, which is incorporated herein by reference
to such Form 10-SB.
10.5 Debenture Purchase Agreement, dated September 24, 1999,
between the Company and certain purchasers, filed as Exhibit
6.06 to the Registrant's Form 10-SB filed as of November 30,
1999, filed with the SEC, which is incorporated herein by
reference to such Form 10-SB.
10.6 1999 Stock Option Plan, filed as Exhibit 6.07 to the
Registrant's Form 10-SB filed as of November 30, 1999, filed
with the SEC, which is incorporated herein by reference to
such Form 10-SB.
10.7 Form of Incentive Stock Option Agreement, filed as Exhibit
6.08 to the Registrant's Form 10-SB filed as of November 30,
1999, filed with the SEC, which is incorporated herein by
reference to such Form 10-SB.
10.8 Employment Agreement between the Company and CEO/President Mr.
J. Phillips L. Johnston, dated November 9, 1999 filed as
Exhibit 10.8 to the Registrant's Form 10-KSB for the year
ended December 31, 1999 which is incorporated herein by
reference to such Form 10-KSB.
10.9 License Agreement with Bob Barker Company, Inc. filed as
Exhibit 10 to the Registrant's Form 10-QSB for the quarter
ended September 30, 2000, which is incorporated herein by
reference to such Form 10-QSB.
10.10 License Agreement between the Company and Protective
Technology, Inc. dated October 24, 2000 filed as Exhibit 10.10
to the Registrant's Form 10K-SBfor the fiscal year ending
December 31, 2000 filed with the SEC, which incorporated by
reference to such Form 10K-SB.
10.11 Amended and Restated License Agreement dated February, 2001
between the Company and Protective Technologies, Inc. filed as
Exhibit 10.11 to the Registrant's Form 10Q-SB for the quarter
ending March 31, 2001 filed with the SEC, which incorporated
by reference to such Form 10Q-SB.
10.12 Amended and Restated License Agreement dated February, 2001
between the Company and Protective Technologies, Inc. filed as
Exhibit 10.12 to the Registrant's Form 10Q-SB for the quarter
ending March 31, 2001 filed with the SEC, which incorporated
by reference to such Form 10Q-SB.
10.13 Amended and Restated License Agreement dated February, 2001
between the Company and Protective Technologies, Inc. filed as
Exhibit 10.13 to the Registrant's Form 10Q-SB for the quarter
ending March 31, 2001 filed with the SEC, which incorporated
by reference to such Form 10Q-SB.
10.14 Amended and Restated License Agreement dated February, 2001
between the Company and Protective Technologies, Inc. filed as
Exhibit 10.14 to the Registrant's Form 10Q-SB for the quarter
ending March 31, 2001 filed with the SEC, which incorporated
by reference to such Form 10Q-SB.
10.15 Amended and Restated License Agreement dated February, 2001
between the Company and Protective Technologies, Inc. filed as
Exhibit 10.15 to the Registrant's Form 10Q-SB for the quarter
ending March 31, 2001 filed with the SEC, which incorporated
by reference to such Form 10Q-SB.
10.16 Amended and Restated License Agreement dated February, 2001
between the Company and Protective Technologies, Inc. filed as
Exhibit 10.15 to the Registrant's Form 10Q-SB for the quarter
ending March 31, 2001 filed with the SEC, which incorporated
by reference to such Form 10Q-SB.
(b) Reports on Form 8-K.
None.
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: August 13, 2001 J. Phillips L. Johnston, President and CEO
/S/ William F. Lane
------------------------------------------
DATE: August 13, 2001 William F. Lane, Chairman and Treasurer
(Principal Financial Officer)