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, 2002
------------------------
[ ] 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
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(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 10,280,565
shares of common stock outstanding as of March 15, 2002.
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.
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ID Technologies Corporation
(A Development Stage Company)
Condensed Balance Sheet
March 31, 2002 December 31, 2001
(Unaudited) (Audited)
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Assets
Current assets:
Cash $ 12,902 $ 44,709
----------- -----------
Total current assets $ 12,902 $ 44,709
Equipment, net $ 689 $ 802
Patents, net $ 20,488 $ 21,999
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Total assets $ 34,079 $ 67,510
=========== ===========
Liabilities and shareholders' deficit
Current liabilities:
Accounts payable and accrued liabilities $ 334,521 $ 221,247
Notes payable to shareholder $ 3,022 $ 3,022
Notes payable, current $ 104,569 $ 72,307
Short-term convertible debt, net of discount $ 183,720 $ 180,066
----------- -----------
Total current liabilities $ 625,831 $ 476,642
Long term notes payable $ 19,511 $ 22,066
Deferred revenue $ 364,444 $ 367,276
Shareholders' deficit:
Common stock $ 282,953 $ 282,953
Additional paid in capital $ 4,395,624 $ 4,395,624
Deficit accumulated during development stage $(5,654,285) $(5,477,051)
----------- -----------
Total shareholders' deficit $ (975,708) $ (798,474)
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Total liabilities and shareholders' deficit $ 34,079 $ 67,510
=========== ===========
3
ID Technologies Corporation
(A Development Stage Company)
Condensed Statement of Operations for the three months ended March 31, 2002 and
2001 and for the period from inception (March 16, 1994) through March 31, 2002
3 months ended 3 months ended Inception 3/16/94
Mar. 31, 2002 Mar. 31, 2001 through 3/31/02
(Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------
License revenue $ 2,832 $ 28,446 $ 134,618
Royalty revenue $ -- $ 4,000 $ 4,000
------------ ------------ ------------
Total revenues $ 2,832 $ 32,446 $ 138,618
Research & development $ -- $ -- $ 736,268
Selling, general and
administrative expenses $ 162,981 $ 142,583 $ 4,612,824
------------ ------------ ------------
Loss from operations $ (160,149) $ (110,137) $ (5,210,474)
Other income and expense:
Interest income - contractual $ -- $ -- $ 4,659
Gain on disposal of asset $ -- $ -- $ 353
Forgiveness of debt $ -- $ -- $ 49,474
Standstill $ -- $ -- $ --
Amortization of debt discount on $ (3,654) $ (3,654) $ (301,790)
convertible debentures
Interest expense $ (13,430) $ (7,263) $ (120,507)
Other income $ -- $ -- $ 50,000
Debt conversion expense $ -- $ -- $ (126,000)
------------ ------------ ------------
Net loss $ (177,234) $ (121,054) $ (5,654,285)
Basic and diluted loss
per common share $ (0.02) $ (0.01)
Weighted average number 10,078,450 9,711,085
of common shares
4
ID Technologies Corporation
(A Development Stage Company)
Statements of Shareholders' Equity (Deficit)
Period from inception (March 16, 1994) through March 31, 2002
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)
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 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)
---------- ---------- ---------- ---------- ----------
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)
---------- ---------- ---------- ---------- ----------
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 136,589 -- 56,185 -- 56,185
Issuance of common shares for cash 257,556 -- 103,023 -- 103,023
Net loss -- -- -- (487,354) (487,354)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2001 10,078,450 282,953 4,395,624 (5,477,051) (798,474)
Net loss -- -- -- (177,234) (177,234)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2002 10,078,450 282,953 4,395,624 (5,654,285) (975,707)
========== ========== ========== ========== ========
5
ID Technologies Corporation
(A Development Stage Company)
Condensed Statement of Cash Flows
for the three months ended March 31, 2002 and 2001 and for the period from
inception (March 16, 1994) through March 31, 2002
3 months ending 3 months ending Inception 3/16/94
Mar. 31, 2002 Mar. 31, 2001 through 3/31/02
-------------- -------------- -------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (177,234) $ (121,054) $(5,654,286)
Adjustments to reconcile net loss to net cash
used in operation activities:
Depreciation $ 113 $ 121 $ 2,630
Amortization $ 1,511 $ 1,221 $ 21,815
Gain on disposal of equipment $ -- $ -- $ (353)
Stock based compensation $ -- $ -- $ 2,267,025
Non-cash marketing expenses $ -- $ -- $ 49,165
Non-cash research and development expenses $ -- $ -- $ 737,394
Non-cash professional fees $ -- $ 32,497 $ 299,532
Non-cash interest payments $ -- $ -- $ 13,530
Debt forgiveness $ -- $ -- $ (28,717)
Non-cash debt conversion expense $ -- $ -- $ 126,000
Amoritization of discount on convertible debentures $ 3,654 $ 3,654 $ --
Change in operating assets and liabilities:
Prepaid expenses $ -- $ (3,580) $ (342)
Accounts payable and accrued liabilities $ 113,274 $ (7,337) $ 334,520
Deferred revenue $ (2,832) $ 196,554 $ 370,108
----------- ----------- -----------
Net cash used in operating activities $ (61,514) $ 123,901 $(1,167,496)
Cash flows from investing activities:
Patent costs $ -- $ (8,100) $ (42,303)
Purchase of equipment $ -- $ -- $ (3,980)
Disposal of equipment $ -- $ -- $ 1,014
----------- ----------- -----------
Net cash used in investing activities $ -- $ (8,100) $ (45,269)
Cash flow from financing activities:
Proceeds from issuance of notes payable $ 29,707 $ -- $ 473,457
Payment of notes payable $ -- $ (72,335) $ (246,354)
Proceeds from issuance of convertible debt $ -- $ -- $ 665,000
Payment on convertible debt $ -- $ -- $ (380,000)
Proceeds from sale of common shares $ -- $ 103,023 $ 428,619
Proceeds from issuance of common shares, net $ -- $ -- $ 282,958
----------- ----------- -----------
Net cash provided by financing activities $ 29,707 $ 30,688 $ 1,223,680
Increase in cash $ (31,807) $ 146,489 $ 12,560
Cash, beginning of period $ 44,709 $ 49,311 $ --
Cash, end of period $ 12,902 $ 195,800 $ 12,560
6
ID Technologies Corporation
(A Development Stage Company)
Notes to Financial Statements
March 31, 2002
(Unaudited)
1. Management's Opinion
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q of regulation S-X.
Accordingly they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting solely of normal
recurring accruals) considered necessary for a fair presentation of the
statements have been included. The interim operating results are not necessarily
indicative of the results that may be expected for a full fiscal year. The
balance sheet at December 31, 2001 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. For further information, refer to the
financial statements and accompanying footnotes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.
2. Licenses
Global Biometrics Corporation 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 for the first quarter ending March 31, 2001. The license fees are being
amortized at rates of $1,895 and $937 per quarter respectively in each of the
first quarters ending March 31, 2001 and March 31, 2002.
4. Accounts Payable
Payables for professional services totaling $27,757 were settled in full with
payments totaling $7,000 with no additional consideration in the first quarter
ending March 31, 2001. The difference of $20,757 was recorded as cancellation of
debt. Accounts payable and accrued liabilities of $334,521 as of March 31, 2002
include $129,222 accruals for consulting due independent contractors who serve
as the Company's Controller and Corporate Secretary.
7
5. Convertible Debt
The annual interest payments on 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 holders of $100,000 private
debentures elected to defer the annual 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. The Company currently has outstanding $185,000 of unsecured,
subordinated, convertible debentures that mature at various times, along with
accrued interest at 12%, beginning in April 2002 through June 2002. As of May
15, 2002, $165,000 is matured and due but unpaid. The Company has proposed to
all debenture holders that they either convert the principal and interest into
common stock at $0.26 per share or accept a one year extension to the life of
the debenture and a reduction in the conversion price from $2.50 to $0.50 per
share. If debenture holders reject the proposals and request settlement in cash,
the Company does not currently possess sufficient cash to extinguish the
debentures. At this time, management cannot determine the outcome of these
proposals.
6. Notes Payable.
In June 2000, the Company borrowed $50,000 for 48 months at an interest rate of
14%. The Company makes payments of approximately $1,366 per month in principal
and interest. At March 31, 2002, the outstanding balance of the note was
$36,928.
On October 24, 2000, the Company borrowed $50,000 from a local bank for 90 days
while raising equity. The note carried an interest rate of 12% and was repaid
with interest of $1,317 on January 11, 2001.
On September 4, 2001, the Company borrowed $60,000 from RBC Centura, which was
personally guaranteed by the Company's Chief Executive Officer and the Chairman
of the Board of Directors, at an interest rate of prime plus 2%. The note was
renewed on March 26, 2002 and is due May 26, 2002.
7. Litigation
On December 18, 2001, the Company and its Chief Executive Officer personally
were served a complaint pursuant to which both the Company and its Chief
Executive Officer were named as defendants in a lawsuit filed by five
prospective investors in the Superior Court in Johnston County, North Carolina.
The complaint alleges that the prospective investors offered to purchase
6,250,000 shares of the Company's Common Stock at a price of $0.08 per share on
August 20, 2001, and that the Company accepted the offer from such prospective
investors. The Company's Board of Directors met on August 23, 2001 and declined
to accept the terms offered by the prospective investors. Management believes
that the complaint has no merit. However, the pending litigation has had and
continues to have a significant detrimental effect on the Company's ability to
raise additional capital. Based on the Company's current financial position,
additional capital is necessary to continue operations.
A lawsuit previously filed against the Company in the United States Court for
the Eastern District of North Carolina by Fingerprint Cards AB (FPC) of
Goteberg, Sweden, was recently dismissed in February 2002.
8
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 multibillion 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 by SafeNet, 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 engineering supply firms, including Global
Biometrics and other engineering firms. These development costs are estimated at
approximately $1,700,000.
Global Biometrics purchased the engineering development rights from SafeNet in
November 2000 for $1,400,000. IDTEK or its suppliers have the right to develop
biometric fingerprint cards. Currently, IDTEK has no plans to develop its own
biometric fingerprint card.
Presently, the Company has initial licenses in place with SafeNet, Global
Biometrics, Power^Up, Bob Barker Company and BrentScott, which are expected to
yield $400,000 in additional license fees when card production begins.
Production is currently expected to begin in late 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.
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 bidding and system integration of products deploying the
Company's technology.
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. Other biometric patents were filed in February and December 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, $487,354 in 2001, and $177,234 in the first three months of
2002.
9
As of March 31, 2002, the Company had approximately $1,708 in cash. Currently,
the Company has a cash burn rate of approximately $5,000 per month. This burn
rate reduction resulted from all salaries being accrued rather than paid in cash
beginning on November 30, 2001.
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 THREE MONTHS ENDED MARCH 31, 2002 AND 2001:
License revenue for the first quarter of 2002 was $2,832 as compared to
$28,446 for the same period of 2001. The license revenue is comprised of
amortization of the Bob Barker and Global Biometrics' licenses. The license
revenue for first quarter 2001 was comprised of a $25,000 license transfer fee
from SafeNet to sublicensee in perpetuity Global Biometrics Corporation and
$3,445 in the amortization of the Bob Barker and Global Biometrics' licenses.
No new license agreements were sold during this first quarter. Royalty revenue
for the three months ended March 31, 2002 was $0 as compared to $4,000 for the
same period of 2001. The royalty payments recorded during the first quarter 2001
were 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 mirrowed 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 three months ended March 31, 2002.
The development of the card is now being done by Global Biometrics,
which purchased the development rights from SafeNet in November 2000 for
$1,400,000. Other card engineering firms are also developing a fingerprint card.
Accordingly, there is no longer an accounting requirement to mirror the
biometric suppliers' research and development cost.
Selling, general, and administrative expenses during the three months
ended March 31, 2002 were $162,981, up approximately 14.3% from the $142,583 of
such expenses in the prior year period. The variance is primarily due to
increases in professional fees.
Interest expense was $13,430 in the first three months of 2002, up from
$7,263 in the first three months of 2001. The interest is 12% on $185,000
convertible debentures issued in April through June of 1999 and 14% on a $60,000
note payable issued in the last quarter 2001 and due May 26, 2002.
The Company's net operating loss for the three months ended March 31,
2002 was $160,149, up 45% from the net operating loss of $110,137 for the three
months ended March 31, 2001.
Recent Developments
IDTEK borrowed $60,000 at 12% interest from RBC Centura, which was personally
guaranteed by J. Phillips L. Johnston, the Chief Executive Officer and William
F. Lane, Chairman, and which amounts are due on May 27, 2002.
10
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
On December 18, 2001, the Company and its Chief Executive Officer
personally were served a complaint pursuant to which both the Company and its
Chief Executive Officer were named as defendants in a lawsuit filed by five
prospective investors in the Superior Court in Johnston County, North Carolina.
The complaint alleges that the prospective investors offered to purchase
6,250,000 shares of the Company's Common Stock at a price of $0.08 per share on
August 20, 2001, and that the Company accepted the offer from such prospective
investors. The Company's Board of Directors met on August 23, 2001 and declined
to accept the terms offered by the prospective investors. Management believes
that the complaint has no merit. However, the pending litigation has had and
continues to have a significant detrimental effect on the Company's ability to
raise additional capital. Based on the Company's current financial position,
additional capital is necessary to continue operations.
A lawsuit previously filed against the Company in the United States
Court for the Eastern District of North Carolina by Fingerprint Cards AB (FPC)
of Goteberg, Sweden, was recently dismissed in February 2002.
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.
No securities were issued by the Company during the three month period
ended March 31, 2002.
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 March 31, 2002.
Item 5. Other Information.
None.
11
Item 6. Exhibits and Reports on Form 8-K.
(A) EXHIBITS.
Exhibit
No. Description
- -------- -----------
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.
12
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.
13
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-SB filed
as of March 30, 2001, filed with the SEC, which is
incorporated herein 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 10.10 to the
Registrant's Form 10K-SB filed as of March 30, 2001,
filed with the SEC, which is incorporated herein by
reference to such Form 10K-SB.
10.12 Amended and Restated License Agreement dated
February, 2001 between the Company and Protective
Technologies, Inc., filed as Exhibit 10.10 to the
Registrant's Form 10K-SB filed as of March 30, 2001,
filed with the SEC, which is incorporated herein by
reference to such Form 10K-SB.
10.13 Amended and Restated License Agreement dated
February, 2001 between the Company and Protective
Technologies, Inc., filed as Exhibit 10.10 to the
Registrant's Form 10K-SB filed as of March 30, 2001,
filed with the SEC, which is incorporated herein by
reference to such Form 10K-SB.
10.14 Amended and Restated License Agreement dated
February, 2001 between the Company and Protective
Technologies, Inc., filed as Exhibit 10.10 to the
Registrant's Form 10K-SB filed as of March 30, 2001,
filed with the SEC, which is incorporated herein by
reference to such Form 10K-SB.
10.15 Amended and Restated License Agreement dated
February, 2001 between the Company and Protective
Technologies, Inc., filed as Exhibit 10.10 to the
Registrant's Form 10K-SB filed as of March 30, 2001,
filed with the SEC, which is incorporated herein by
reference to such Form 10K-SB.
10.16 Amended and Restated License Agreement dated
February, 2001 between the Company and Protective
Technologies, Inc., filed as Exhibit 10.10 to the
Registrant's Form 10K-SB filed as of March 30, 2001,
filed with the SEC, which is incorporated herein by
reference to such Form 10K-SB.
10.17 Amended and Restated License Agreement dated
February, 2001 between the Company and Protective
Technologies, Inc., filed as Exhibit 10 to the
Registrant's Form 10-QSB for the quarter ended March
31, 2001, which is incorporated herein by reference
to such Form 10-QSB.
(b) Reports on Form 8-K.
None.
14
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: March 14, 2002 J. Phillips L. Johnston,
President and CEO
/S/ William F. Lane
------------------------------------------
DATE: March 14, 2002 William F. Lane, Chairman and Treasurer
(Principal Financial Officer)