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, 2002
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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.)
2506 W. Nash Street, Suite C
Wilson, North Carolina 27896
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(Address of Principal Executive Offices)
(252) 206-1089
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(Issuer's Telephone Number, Including Area Code)
NCSU Centennial Campus
920 Main Campus Drive, Suite 400
Raleigh, NC 27606
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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 10,180,565 shares of
common stock outstanding as of June 30, 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 that 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:
2
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, 2002 December 31, 2001
(Unaudited) (Audited)
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Assets
Current assets:
Cash and cash equivalents $ 0 $ 44,367
Prepaid expenses $ 0 $ 342
----------- -----------
Total current assets $ 0 $ 44,709
Equipment, net $ 575 $ 802
Patents, net $ 18,977 $ 21,999
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Total assets $ 19,552 $ 67,510
=========== ===========
Liabilities and shareholders' deficit
Current liabilities:
Accounts payable and accrued liabilities $ 525,166 $ 221,247
Notes payable to shareholder $ 3,022 $ 3,022
Notes payable, current $ 95,242 $ 72,307
Short-term convertible debt,
net of discount $ 185,000 $ 180,066
----------- -----------
Total current liabilities $ 808,430 $ 476,642
Long term notes payable $ 0 $ 22,066
Deferred revenue $ 361,612 $ 367,276
Shareholders' deficit:
Common stock $ 282,953 $ 282,953
Additional paid in capital $ 4,422,175 $ 4,395,624
Deficit accumulated during
development stage $(5,855,618) $(5,477,051)
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Total shareholders' deficit $(1,150,490) $ (798,474)
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Total liabilities and shareholders' deficit $ 19,552 $ 67,510
=========== ===========
3
ID Technologies Corporation
(A Development Stage Company)
Condensed Statement of Operations
Six months ended Six months ended Inception 3/16/94
June 30, 2002 June 30, 2001 through
June 30, 2002
(Unaudited) (Unaudited) (Unaudited)
------------ ---------- -----------
License revenue $ 5,664 $ 31,278 $ 137,450
Royalty revenue $ 0 $ 4,000 $ 4,000
----------- ----------- -----------
Total revenues $ 5,664 $ 35,278 $ 141,450
Research & development $ -- $ -- $ 736,268
Selling, general and
administrative expenses $ 344,239 $ 246,925 $ 4,769,367
----------- ----------- -----------
Loss from operations $ (338,575) $ (211,647) $(5,364,185)
Other income and expense:
Interest income - contractual $ -- $ 1,246 $ 4,459
Gain on disposal of asset $ -- $ -- $ 353
Forgiveness of debt $ -- $ 20,757 $ 49,474
Amortization of debt discount on $ (7,308) $ (7,308) $ (305,444)
convertible debentures
Interest expense $ (32,683) $ (14,305) $ (81,802)
Debt conversion expense $ -- $ -- $ (126,000)
----------- ----------- -----------
Net loss $ (378,566) $ (211,257) $(5,822,946)
Basic and diluted loss
per common share $ (0.04) $ (0.02)
Weighted average number 10,079,507 9,927,620
of common shares
3 months ended 3 months ended
June 30, 2002 June 30, 2001
(Unaudited) (Unaudited)
------------ ----------
License revenue $ 2,832 $ 2,832
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Total revenues $ 2,832 $ 2,832
Selling, general and
administrative expenses $ 181,257 $ 104,342
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Loss from operations $ (178,425) $ (101,510)
Other income and expense:
Interest income - contractual $ -- $ 1,246
Forgiveness of debt $ -- $ 20,757
Amortization of debt discount on $ (3,654) $ (3,654)
convertible debentures
Interest expense $ (19,253) $ (7,041)
------------ ------------
Net loss $ (201,332) $ (90,203)
Basic and diluted loss
per common share $ (0.02) $ (0.01)
Weighted average number 10,080,565 10,007,360
of common shares
4
ID Technologies Corporation
A Development Stage Company)
Statements of Shareholders' Equity
(Deficit) Period from inception (March 16,
1994) through June 30, 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) (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)
---------- ---------- ---------- ---------- ----------
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)
5
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 -- 103,022 -- 103,022
Net loss -- -- -- (487,354) (487,354)
---------- ---------- ---------- ---------- ----------
Balance at
December 31, 2001 10,078,450 282,953 4,395,624 (5,477,051) (798,474)
Issuance of common shares
for noncash
consideration 102,115 -- 26,550 -- 26,550
Net loss -- -- -- (378,566) (378,566)
---------- ---------- ---------- ---------- ----------
Balance at
June 30, 2002 10,180,565 282,953 4,422,174 (5,855,617) (1,150,490)
6
ID Technologies Corporation
(A Development Stage Company)
Condensed Statement of Cash Flows
6 months ending 6 months ending Inception3/16/94
June 30, 2002 June 30, 2001 through 6/30/02
-------------- -------------- ---------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (378,566) $ (211,257) $(5,855,617)
Adjustments to reconcile net loss
to net cash used in operation activities:
Depreciation $ 226 $ 225 $ 2,743
Amortization $ 3,022 $ 2,732 $ 23,326
Deferred revenue $ (5,664) $ 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 $ -- $ -- $ 737,394
Non-cash professional fees $ 26,550 $ 49,586 $ 326,082
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$ 4,934 $ 7,308 $ 303,070
Change in operating assets and
liabilities:
Prepaid expenses $ 342 $ 5,170 $ 0
Accounts payable and accrued
liabilities $ 303,919 $ (4,017) $ 525,166
----------- ----------- -----------
Net cash provided by (used in)
operating activities $ (45,237) $ (29,312) $(1,204,240)
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 $ 870 $ -- $ 443,750
Payment of notes payable $ -- $ (74,941) $ (251,818)
Proceeds from issuance of
convertible debt $ -- $ -- $ 665,000
Payment on convertible debt $ -- $ -- $ (380,000)
Proceeds from sale of common
shares $ -- $ 103,022 $ 428,619
Proceeds from issuance of
common shares, net $ -- $ -- $ 282,958
----------- ----------- -----------
Net cash provided by financing
activities $ 870 $ 28,081 $ 1,188,509
Increase (decrease) in cash and
cash equivalents $ (44,367) $ 49,292 $ 509
Cash and cash equivalents,
beginning of period $ 44,367 $ 49,311 $ --
Cash and cash equivalents,
end of period $ 0 $ 98,603 $ 509
7
ID Technologies Corporation
(A Development Stage Company)
Notes to Financial Statements
June 30, 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-QSB 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.
3. Revenue
License revenue represents the amortization of the Bob Barker Company license
valued at $89,062 and the Global Biometric's licenses transferred from Protek
for $75,000 for the first quarter ending March 31, 2001. These license fees were
amortized at rates of $1,895 and $937 per quarter respectively in each of the
second quarters ending June 30, 2002 and June 30, 2001.
4. Related Party Accounts Payable and Accrued Liabilities
Accounts payable were $256,584 and accrued liabilities were $268,582 as of June
30, 2002. The accounts payable include $81,828 payable for consulting due the
independent contractor who served as Corporate Secretary the entire period and
as Acting President and CEO since June 10, 2002. The Company also owes the
former controller, an independent contractor, a payable of $86,259.
The accrued liabilities include accrued wages of $91,666 owed to the former
President and CEO for service prior to the Board's acceptance of his resignation
on June 10, 2002. Because of the Company's lack of cash, the former President
and CEO guaranteed payment to the law firm representing the Company in the Nash
Group litigation. The current bill for these services is over $35,000. He has
also incurred costs greater than $10,000 for his personal attorney in that
proceeding. The Company recognizes indebtedness to the former President and CEO
to extent he incurs such legal costs defending the Company and himself in that
proceeding. The Chairman of the Board of Directors has accrued wages of $12,500
for his services as Treasurer.
8
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 matured at various times, along with accrued
interest at 12%, from April 2002 through May 2002. As of May 15, 2002, $185,000
is matured, due and in default. 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 from American Express $50,000 for 48 months
at an interest rate of 14%. Until recently, the Company made payments of
approximately $1,366 per month in principal and interest. As of June 30, 2002,
the outstanding balance of the note was $35,242 and the debt was in default.
On September 4, 2001, the Company borrowed $60,000 from RBC Centura, which was
personally guaranteed by the Company's former 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 was due May 26, 2002. The Company's
former Chief Executive Officer and the Chairman of the Board of Directors
extended the note and subsequently, on July 24, 2002, paid the note in full. As
a result the Company now owes the Company's former Chief Executive Officer and
the Chairman of the Board of Directors $30,000 each plus any interest they paid
RBC Centura during the life of the loan.
7. Litigation
On December 18, 2001, the Company and its former Chief Executive Officer
personally were served a complaint pursuant to which both the Company and its
former Chief Executive Officer were named as defendants in a lawsuit filed by
five prospective investors in the Superior Court in Johnston County, North
Carolina.
On June 10, 2002, with the support of former President and CEO Phil Johnston,
the Board unanimously voted in favor of a settlement proposed by nine of ten
plaintiffs, potential plaintiffs, and other members of the group. On June 25,
2002, a majority of the plaintiffs filed a Notice of Voluntary Dismissal with
Prejudice. ID Technologies Corporation will issue 38,461 shares of stock (valued
at $0.26 per share for an amount equal in value to $10,000) to each of up to ten
settling Nash Group members. Only two plaintiffs remain before the court.
9
The United States Court for the Eastern District of North Carolina dismissed in
February 2002 another lawsuit involving the Company and Fingerprint Cards AB
(FPC) of Goteberg, Sweden.
Item 2. Management's Plan of Operation.
Management Changes
Effective with the June 10, 2002, resignation of former President and CEO,
Corporate Secretary Mark K. Seifert became Acting President and CEO. Seifert, an
independent contractor, has served as the Company's Corporate Secretary since
October 23, 2000 and was elected to the Board of Directors on December 19, 2001.
Seifert, a 46-year-old attorney, began work for the Company in January 2000 as
an independent contractor under a Finders Agreement providing for compensation
at the rate of five percent (5%) of any transaction the Company consummates with
a target resulting from Seifert's introduction of the Company to the target. The
agreement is still in effect. Seifert has also provided the Company with
additional key advice and counsel on a variety of legal and business strategy
issues during the past 18 months.
On November 8, 2001, Seifert and the Company signed a patent and trademark
assignment agreement in which Seifert assigned to the Company the intellectual
property known as the Seifert I patent application filed on December 19, 2001.
If the Company earns money from use of, or a transaction involving, Seifert I or
other intellectual property Seifert develops, the Company must pay Seifert a
royalty of between three percent (3%) and ten percent (10%) depending on the
nature of the transaction.
Seifert has practiced law in Washington, DC, and in North Carolina for 20 years.
He received his law degree from Boston University School of Law in 1981 after
graduating from Duke University in 1978. From 1982 to 1988, he served at the
Department of the Interior as a federal government attorney and at the Federal
Energy Regulatory Commission as a manager. Between 1988 and 1994, he served as a
senior attorney and later as vice president of a national trade association in
Washington. Since 1994, Seifert has advising clients on a wide variety of
complex legal and practical matters. He is licensed to practice law in the
District of Columbia and in North Carolina.
Seifert's agreements with the Company are attached in Exhibit 10.18. Seifert
owns no stock but has received 55,000 stock options.
Management's Plan
The Company is engaged in the development of biometric technologies and products
for licensing worldwide. The Company holds the patent for a card, panel, or
substrate allowing "on-board" storage an
10
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.
Until December 2000, the Company's relied upon its scientific partner, SafeNet
of Baltimore, Maryland, for technology development and production. 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
Biometric 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
Biometric and other engineering firms. These development costs are estimated at
approximately $1,700,000.
Global Biometric 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.
The Company has initial licenses in place with SafeNet, Global Biometric,
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 2003. The licenses to Bob Barker Company, SafeNet
and Global Biometric are paid in full. The options Global Biometric 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).
11
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. The Company filed other biometric patents 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, $177,234 in the first quarter of 2002 and
$201,332 in the second quarter of 2002.
As of June 30, 2002, the Company had no cash. The Company's cash burn rate of
approximately $7,000 per month is payable or accrued liability. All salaries
were 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 JUNE 30, 2002 AND 2001:
License revenue for the second quarter of 2002 was $2,832 as compared to $2,832
for the same period of 2001. The license revenue is comprised of amortization of
the Bob Barker and Global Biometric's licenses. No new license agreements were
sold during the second quarter of 2002. The Company earned no royalty revenue
for the three months ended June 30, 2002 or for the three months ended June 30,
2001. The first and most recent royalty payments (recorded during the first
quarter 2001) came from SafeNet's sales to a foreign government agency that is
using the Company's technology. Royalty payments are predicated on the
licensees' sale price of the cards to end-users.
The research and development expenses are a non-cash entry in prior years, which
mirrored exactly SafeNet's research and development cash expenses for the
development of the biometric fingerprint card. No research and development costs
were incurred in the three months ended June 30, 2002.
The development of the card is now being done by Global Biometric, which
purchased nonexclusive development rights from SafeNet in November 2000 for
$1,400,000. Other 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.
12
Selling, general, and administrative expenses during the three months ended June
30, 2002 were $181,257 up approximately 78% from the $104,342 of such expenses
in the prior year period. The variance is primarily due to the cost of defending
the Nash Group lawsuit. Interest expense was $19,253 in the second quarter of
2002, up from $7,041 in the second quarter 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. The Company's net
operating loss for the three months ended June 30, 2002 was $201,332 up 223%
from the net operating loss of $90,203 for the three months ended June 30, 2001,
with the increase being attributable primarily to the costs of litigation.
The Company is out of cash and has produced no significant revenue this year.
The Company was unable to renew for lack of funds its Directors and Officers
insurance policy and has had to surrender its leased offices at the Centennial
Campus of North Carolina State University. The Company has been unable to
generate revenue, find adequate financing, or encourage new investment. The
Company owes and is in default on up to $185,000 in debentures. It has defaulted
on a $35,242 debt to American Express and owes over $300,000 more to a variety
of outside creditors including accountants, law firms, and other contractors,
and to insiders including the former President and CEO, the Chairman of the
Board of Directors, the Secretary and Acting President, and an independent
contractor who served as the Company's controller. Other than loans to the
Company by the former President and CEO and by the Chairman, the Company
incurred debts to employees and contractors as operational costs during the
period from November 2001 to the present. During that time, the Company has had
no revenue and little cash.
The Company is incurring legal and audit fees including the expense of an annual
audit of approximately $100,000 per year to remain a public company. Although
the Company actively negotiated during the second quarter with more than one
potential suitor, agreement eluded the parties after much labor. The Company
also negotiated unsuccessfully to sell additional licenses to more than one
potential licensee during the three months ending June 30, 2002.
Unless the Company can readily find a significant source of revenue or
investment capital, it will have to cease active operations. Under circumstances
such as the Company now faces, after months with no money, it may be compelled
to file a Form 15 voluntary de-listing in the immediate future. This would
reduce costs by permitting the Company to become a private, rather than a
public, development stage company. The Company has also learned from more than
one potential suitor or investor that its status as public company could hinder
or even prevent an acquisition or investment otherwise in the best interests of
the shareholders.
The Company believes its intellectual property will be very valuable in the
future, but its shareholders may have to patiently await further developments in
the technology and in the market for biometrics before this promise can be
realized. It may no longer be in the shareholders' best interests to remain a
public company while awaiting such developments.
13
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
On December 18, 2001, the Company and its former Chief Executive Officer
personally were served a complaint pursuant to which both the Company and its
former Chief Executive Officer were named as defendants in a lawsuit filed by
five prospective investors in the Superior Court in Johnston County, North
Carolina.
On June 10, 2002, with the support of former President and CEO Phil Johnston,
the Board unanimously voted in favor of a settlement proposed by nine of ten
plaintiffs, potential plaintiffs, and other members of the group.
On June 25, 2002, a majority of the plaintiffs filed a Notice of Voluntary
Dismissal with Prejudice. ID Technologies Corporation will issue 38,461 shares
of stock (valued at $0.26 per share for an amount equal in value to $10,000) to
each of up to ten settling Nash Group members. Only two plaintiffs remain before
the court.
The United States Court for the Eastern District of North Carolina dismissed in
February 2002 another lawsuit involving the Company and Fingerprint Cards AB
(FPC) of Goteberg, Sweden.
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 no securities during the three month period ended June 30,
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 June 30, 2002.
Item 5. Other Information.
None.
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.
14
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.
15
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.
16
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.
10.18 Agreements between the Company and Mark K. Seifert,
Acting President and CEO.
99.1 Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 of Mark K. Seifert.
17
99.2 Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 of William F. Lane.
(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/ Mark K. Seifert
---------------------------------
DATE: August 13, 2002 Mark K. Seifert,
Acting President and CEO
/s/ William F. Lane
---------------------------------
DATE: August 13, 2002 William F. Lane,
Chairman and Treasurer
(Principal Financial Officer)
18