##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-QSB



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(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number: 333-47924



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BLASTGARD INTERNATIONAL, INC.

(Exact name of small business issuer as specified in it charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Colorado                                                       |  | 84-1506325                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



12900 Automobile
Blvd., Suite D, Clearwater, Florida 33762

(Address of principal executive offices)



(727) 592-9400

(issuers telephone number)





(Former name, former address and former fiscal year, if changed since last report)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the issuer filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.    Yes ̈No ̈



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of October 31, 2004, the issuer had
21,176,625 shares of $.001 par value common stock outstanding.



Transitional
Small Business Disclosure Format (Check one):    Yes ̈No  x



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##### Table of Contents

INDEX



|                                                                                                                                                                                   |  |     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                                   | 
|                                                                                                                                                                                   |  | Page
|                                                                                                                                                                                   | 
|PART 1  FINANCIAL INFORMATION                                                                                                                                                     |  |     
|                                                                                                                                                                                   | 
|Item 1.  Financial Statements                                                                                                                                                      |  |     
|                                                                                                                                                                                   | 
|Condensed balance sheet, September 30, 2004 (unaudited)                                                                                                                            |  | F-1 
|                                                                                                                                                                                   | 
|Condensed statements of operations, three and nine months ended September 30, 2004 and 2003 (unaudited), and September 26, 2003 (inception) through September 30, 2004 (unaudited) |  | F-2 
|                                                                                                                                                                                   | 
|Condensed statement of Changes in Shareholders Deficit at September 30, 2004 (unaudited)                                                                                          |  | F-3 
|                                                                                                                                                                                   | 
|Condensed statements of cash flows, three and nine months ended September 30, 2004 and 2003 (unaudited), and September 26, 2003 (inception) through September 30, 2004 (unaudited) |  | F-4 
|                                                                                                                                                                                   | 
|Notes to condensed financial statements (unaudited)                                                                                                                                |  | F-5 
|                                                                                                                                                                                   | 
|Item 2.  
Managements Plan of Operation.                                                                                                                                          |  | 1   
|                                                                                                                                                                                   | 
|Item 3.  
Controls and Procedures                                                                                                                                                  |  | 2   
|                                                                                                                                                                                   | 
|PART 2 
OTHER INFORMATION                                                                                                                                                         |  |     
|                                                                                                                                                                                   | 
|Item 1.  
Legal Proceedings                                                                                                                                                        |  | 3   
|                                                                                                                                                                                   | 
|Item 2.  
Changes in Securities and Use of Proceeds                                                                                                                                |  | 3   
|                                                                                                                                                                                   | 
|Item 3.  
Defaults upon Senior Securities                                                                                                                                          |  | 3   
|                                                                                                                                                                                   | 
|Item 4.  
Submission of Matters to a Vote of Security Holders                                                                                                                      |  | 3   
|                                                                                                                                                                                   | 
|Item 5.  
Other Information                                                                                                                                                        |  | 3   
|                                                                                                                                                                                   | 
|Item 6.  
Exhibits and Reports on Form 8-K                                                                                                                                         |  | 3   
|                                                                                                                                                                                   | 
|Signatures                                                                                                                                                                         |  | 5   



i



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##### Table of Contents

BLASTGARD INTERNATIONAL, INC.

(A Development Stage Company)



Condensed Balance Sheet

(Unaudited)



September 30, 2004



|                                                 |  |   |            |  
|------------------------------------------------ |  | - | ---------- | -
|Assets                                           |  |   |            |  
|                                                 | 
|Current Assets:                                  |  |   |            |  
|Cash                                             |  | $ | 167,932    |  
|                                                 |  |   |            |  
|Total current assets                             |  |   | 167,932    |  
|                                                 | 
|Property and equipment, net                      |  |   | 17,283     |  
|Deferred costs                                   |  |   | 4,485      |  
|                                                 |  |   |            |  
|                                                 |  | $ | 189,700    |  
|                                                 |  |   |            |  
|Liabilities and Shareholders Deficit            |  |   |            |  
|Current Liabilities:                             |  |   |            |  
|Accounts payable and accrued expenses            |  | $ | 78,380     |  
|Note payable (Notes 4)                           |  |   | 100,000    |  
|Accrued interest payable (Note 4)                |  |   | 11,000     |  
|Accrued interest payable to shareholder (Note 2) |  |   | 1,072      |  
|                                                 |  |   |            |  
|Total current liabilities                        |  |   | 190,452    |  
|                                                 |  |   |            |  
|Shareholders deficit (Note 5):                  |  |   |            |  
|Preferred stock,-0- shares outstanding           |  |   |           |  
|Common stock, 21,176,625 shares outstanding      |  |   | 21,177     |  
|Outstanding common stock options - 1,955,175     |  |   | 59,712     |  
|Outstanding common stock warrants - 70,000       |  |   | 243,251    |  
|Additional paid-in capital                       |  |   | 1,785,281  |  
|Deficit accumulated during development stage     |  |   | (2,110,173 | )
|                                                 |  |   |            |  
|Total shareholders deficit                      |  |   | (752       | )
|                                                 |  |   |            |  
|                                                 |  | $ | 189,700    |  
|                                                 |  |   |            |  



See accompanying notes
to condensed financial statements



F-1



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##### Table of Contents

BLASTGARD INTERNATIONAL, INC.

(A Development Stage Company)



Condensed Statements of Operations

(Unaudited)



|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|------------------------------------------------------------ |  | ----------------------------------- | ---------- | - | --------------------------------- | - | ---------- | ---------------------------------------------------- |  | - | ---------------------------------------------------- | - |  | - | ---------- | -
|                                                             |  | Three Months EndedSeptember 30,2004 |            |   | Nine MonthsEndedSeptember 30,2004 |   |            | September 26,2003(Inception)ThroughSeptember 30,2003 |  |   | September 26,2003(Inception)ThroughSeptember 30,2004 |  
|Revenues:                                                    |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Sales                                                        |  | $                                   | 595        |   |                                   | $ | 595        |                                                      |  | $ |                                                     |   |  | $ | 595        |  
|Licensing fees                                               |  |                                     |           |   |                                   |   |           |                                                      |  |   | 5,000                                                |   |  |   | 5,000      |  
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Total revenues                                               |  |                                     | 595        |   |                                   |   | 595        |                                                      |  |   | 5,000                                                |   |  |   | 5,595      |  
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Operating expenses:                                          |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Stock-based compensation (Note 5):                           |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Officers and directors                                       |  |                                     |           |   |                                   |   |           |                                                      |  |   | 12,500                                               |   |  |   | 12,500     |  
|Consulting services                                          |  |                                     |           |   |                                   |   | 1,154,000  |                                                      |  |   |                                                     |   |  |   | 1,154,000  |  
|Granted stock options                                        |  |                                     | 4,186      |   |                                   |   | 17,262     |                                                      |  |   |                                                     |   |  |   | 17,262     |  
|General and administrative                                   |  |                                     | 373,937    |   |                                   |   | 842,217    |                                                      |  |   |                                                     |   |  |   | 846,372    |  
|Research and development                                     |  |                                     | 47,106     |   |                                   |   | 101,447    |                                                      |  |   |                                                     |   |  |   | 101,447    |  
|Contract settlement fee (Note 5)                             |  |                                     |           |   |                                   |   | 16,000     |                                                      |  |   |                                                     |   |  |   | 16,000     |  
|Depreciation and amortization                                |  |                                     | 866        |   |                                   |   | 2,571      |                                                      |  |   |                                                      |   |  |   | 2,571      |  
|Gain on settlement of liabilities (Note 4)                   |  |                                     | (121,500   | ) |                                   |   | (123,965   | )                                                    |  |   |                                                     |   |  |   | (123,965   | )
|Loss on disposal of assets                                   |  |                                     |           |   |                                   |   | 1,834      |                                                      |  |   |                                                     |   |  |   | 1,834      |  
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Total operating expenses                                     |  |                                     | 304,595    |   |                                   |   | 2,011,366  |                                                      |  |   | 12,500                                               |   |  |   | 2,028,021  |  
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Operating loss                                               |  |                                     | (304,000   | ) |                                   |   | (2,010,771 | )                                                    |  |   | (7,500                                               | ) |  |   | (2,022,426 | )
|                                                             |  |                                     |            |  
|Interest income                                              |  |                                     | 748        |   |                                   |   | 755        |                                                      |  |   |                                                     |   |  |   | 755        |  
|Interest expense (Note 4)                                    |  |                                     | (4,500     | ) |                                   |   | (88,502    | )                                                    |  |   |                                                     |   |  |   | (88,502    | )
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Loss before income taxes                                     |  |                                     | (307,752   | ) |                                   |   | (2,098,518 | )                                                    |  |   | (7,500                                               | ) |  |   | (2,110,173 | )
|                                                             |  |                                     |            |  
|Income tax provision (Note 3)                                |  |                                     |           |   |                                   |   |           |                                                      |  |   |                                                     |   |  |   |           |  
|Net loss                                                     |  | $                                   | (307,752   | ) |                                   | $ | (2,098,518 | )                                                    |  | $ | (7,500                                               | ) |  |   | (2,110,173 | )
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Basic and diluted loss per share                             |  | $                                   | (0.01      | ) |                                   | $ | (0.10      | )                                                    |  | $ | (0.00                                                | ) |  |   |            |  
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  
|Basic and diluted weighted average common shares outstanding |  |                                     | 21,121,180 |   |                                   |   | 20,378,272 |                                                      |  |   | 12,376,000                                           |   |  |   |            |  
|                                                             |  |                                     |            |   |                                   |   |            |                                                      |  |   |                                                      |   |  |   |            |  



See accompanying notes
to condensed financial statements



F-2



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##### Table of Contents

BLASTGARD INTERNATIONAL, INC.

(A Development Stage Company)

Condensed Statement of Changes in Shareholders Deficit

(Unaudited)



|                                                                                          |  |              |   |  |                               |         |   |                                |   |          |                          |  |   |                                          |   |  |       |            |   |  |   |            |   |  |   |             |  
|----------------------------------------------------------------------------------------- |  | ------------ | - |  | ----------------------------- | ------- | - | ------------------------------ | - | -------- | ------------------------ |  | - | ---------------------------------------- | - |  | ----- | ---------- | - |  | - | ---------- | - |  | - | ----------- | -
|                                                                                          |  | Common Stock |   |  | OutstandingCommonStockOptions |         |   | OutstandingCommonStockWarrants |   |          | AdditionalPaid-InCapital |  |   | DeficitAccumulatedDuringDevelopmentStage |   |  | Total |           
|                                                                                          |  | Shares       |   |  | Par Value                     |         |   |                                |   |          |                         
|Balance at January 1, 2004                                                                |  | 61,880,000   |   |  | $                             | 61,880  |   |                                | $ |         |                          |  | $ |                                         |   |  | $     | (49,380    | ) |  | $ | (11,655    | ) |  | $ | 845         |  
|                                                                                          |  |              |   |  |                               |         |  
|January 2004, sale of common stock (Note 5)                                               |  | 29,120,000   |   |  |                               | 29,120  |   |                                |   |         |                          |  |   |                                         |   |  |       | (28,800    | ) |  |   |           |   |  |   | 320         |  
|January 2004, stock issued to acquire the net liabilities of OPUS Resource Group (Note 1) |  | 4,396,903    |   |  |                               | 4,397   |   |                                |   | 223,308  |                          |  |   | 293,250                                  |   |  |       | (1,127,367 | ) |  |   |           |   |  |   | (606,412    | )
|                                                                                          |  |              |   |  |                               |         |   |                                |   |          |                          |  |   |                                          |   |  |       |            |   |  |   |            |   |  |   |             |  
|January 31, 2004, following reverse business combination                                  |  | 95,396,903   |   |  |                               | 95,397  |   |                                |   | 223,308  |                          |  |   | 293,250                                  |   |  |       | (1,205,547 | ) |  |   | (11,655    | ) |  |   | (605,247    | )
|                                                                                          |  |              |   |  |                               |         |  
|February 2004, sale of common stock (Note 5)                                              |  | 1,000,000    |   |  |                               | 1,000   |   |                                |   |         |                          |  |   |                                         |   |  |       | 199,000    |   |  |   |           |   |  |   | 200,000     |  
|February 2004, granted stock options (Note 5)                                             |  |             |   |  |                               |        |   |                                |   | 9,400    |                          |  |   |                                         |   |  |       |           |   |  |   |           |   |  |   | 9,400       |  
|March 2004, expired stock options and warrants (Note 5)                                   |  |             |   |  |                               |        |   |                                |   | (180,808 | )                        |  |   | (49,999                                  | ) |  |       | 230,807    |   |  |   |           |   |  |   |            |  
|March 2004, stock issued in exchange for consulting services (Note 5)                     |  | 3,520,000    |   |  |                               | 3,520   |   |                                |   |         |                          |  |   |                                         |   |  |       | 700,480    |   |  |   |           |   |  |   | 704,000     |  
|March 2004, reverse stock split (Note 5)                                                  |  | (79,933,479  | ) |  |                               | (79,934 | ) |                                |   |         |                          |  |   |                                         |   |  |       | 79,934     |   |  |   |           |   |  |   |            |  
|March 2004, stock issued as payment for contract settlement fee (Note 5)                  |  | 16,000       |   |  |                               | 16      |   |                                |   |         |                          |  |   |                                         |   |  |       | 15,984     |   |  |   |           |   |  |   | 16,000      |  
|April 2004, granted stock options (Note 5)                                                |  |             |   |  |                               |        |   |                                |   | 3,446    |                          |  |   |                                         |   |  |       |           |   |  |   |           |   |  |   | 3,446       |  
|April through September 2004, sale of common stock (Note 5)                               |  | 758,201      |   |  |                               | 759     |   |                                |   |         |                          |  |   |                                         |   |  |       | 1,136,542  |   |  |   |           |   |  |   | 1,137,301   |  
|May 2004, stock issued in exchange for consulting services (Note 5)                       |  | 300,000      |   |  |                               | 300     |   |                                |   |         |                          |  |   |                                         |   |  |       | 449,700    |   |  |   |           |   |  |   | 450,000     |  
|August 2004, stock issued in exchange for debt repayment (Note 4)                         |  | 119,000      |   |  |                               | 119     |   |                                |   |         |                          |  |   |                                         |   |  |       | 178,381    |   |  |   |           |   |  |   | 178,500     |  
|Vesting of stock options (Note 5)                                                         |  |             |   |  |                               |        |   |                                |   | 4,366    |                          |  |   |                                         |   |  |       |           |   |  |   |           |   |  |   | 4,366       |  
|Net loss for the nine months ended September 30, 2004                                     |  |             |   |  |                               |        |   |                                |   |         |                          |  |   |                                         |   |  |       |           |   |  |   | (2,098,518 | ) |  |   | (2,098,518) |  
|                                                                                          |  |              |   |  |                               |         |   |                                |   |          |                          |  |   |                                          |   |  |       |            |   |  |   |            |   |  |   |             |  
|Balance at September 30, 2004                                                             |  | 21,176,625   |   |  | $                             | 21,177  |   |                                | $ | 59,712   |                          |  | $ | 243,251                                  |   |  | $     | 1,785,281  |   |  | $ | (2,110,173 | ) |  | $ | (752        | )
|                                                                                          |  |              |   |  |                               |         |   |                                |   |          |                          |  |   |                                          |   |  |       |            |   |  |   |            |   |  |   |             |  



See accompanying notes
to condensed financial statements



F-3



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##### Table of Contents

BLASTGARD INTERNATIONAL, INC.

(A Development Stage Company)



Condensed Statements of Cash Flows

(Unaudited)



|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|----------------------------------------------------------- |  | ----------------------------------- | ---------- | - | -------------------------------------------------------- | - | -------------------------------------------------------- |  | - | ---------- | -
|                                                            |  | Nine Months Ended September 30,2004 |            |   | September 26, 2003 (Inception) Through September 30,2003 |   | September 26, 2003 (Inception) Through September 30,2004 | 
|Net cash used in operating activities                       |  | $                                   | (1,026,664 | ) |                                                          | $ |                                                         |  | $ | (1,022,179 | )
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Cash flows from investing activities:                       |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Payments for deferred costs                                 |  |                                     |           |   |                                                          |   |                                                         |  |   | (4,485     | )
|Purchases of property and equipment                         |  |                                     | (17,705    | ) |                                                          |   |                                                         |  |   | (17,705    | )
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Net cash used in investing activities                       |  |                                     | (17,705    | ) |                                                          |   |                                                         |  |   | (22,190    | )
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Cash flows from financing activities:                       |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Proceeds from the sale of common stock (Note 5)             |  |                                     | 1,337,301  |   |                                                          |   |                                                         |  |   | 1,337,301  |  
|Principal payments on notes payable                         |  |                                     | (125,000   | ) |                                                          |   |                                                         |  |   | (125,000   | )
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Net cash provided by financing activities                   |  |                                     | 1,212,301  |   |                                                          |   |                                                         |  |   | 1,212,301  |  
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Net change in cash                                          |  |                                     | 167,932    |   |                                                          |   |                                                         |  |   | 167,932    |  
|                                                            |  |                                     |           
|Cash, beginning of period                                   |  |                                     |           |   |                                                          |   |                                                         |  |   |           |  
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Cash, end of period                                         |  | $                                   | 167,932    |   |                                                          | $ |                                                         |  | $ | 167,932    |  
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Supplemental disclosure of cash flow information:           |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Cash paid during the period for:                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Interest                                                    |  | $                                   | 2,500      |   |                                                          | $ |                                                         |  | $ | 2,500      |  
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Income taxes                                                |  | $                                   |           |   |                                                          | $ |                                                         |  | $ |           |  
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Noncash investing and financing transactions:               |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  
|Common stock issued in exchange for debt repayment (Note 4) |  | $                                   | 178,500    |   |                                                          | $ |                                                         |  | $ | 178,500    |  
|                                                            |  |                                     |            |   |                                                          |   |                                                          |  |   |            |  



See accompanying notes
to condensed financial statements



F-4



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##### Table of Contents

BLASTGARD INTERNATIONAL, INC.

(A Development Stage Company)



Notes to Condensed Financial Statements

(Unaudited)



Note 1:    Basis of presentation



The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its Form 10-KSB dated December 31, 2003, and should be read in conjunction with the notes
thereto.



In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results
to be expected for the year.



Financial data presented herein are unaudited.



Agreement and Plan of Reorganization



On January 31, 2004, Opus Resource Group, Inc. (OPUS), the former Registrant,
entered into an Agreement and Plan of Reorganization (the Agreement) with BlastGard Technologies, Inc. (BTI), a Florida corporation. Under the terms of the Agreement, OPUS agreed to acquire all of the issued and outstanding
common stock of BTI in exchange for 91,000,000 (pre-split) shares of its common stock. Following the acquisition, the former shareholders of BTI held approximately 94.4 percent of the Companys outstanding common stock, resulting in a change in
control. In addition, BTI became a wholly-owned subsidiary of OPUS. However, for accounting purposes, the acquisition has been treated as a recapitalization of BTI, with OPUS the legal surviving entity. Since OPUS had minimal assets and no
operations, the recapitalization has been accounted for as the sale of 4,396,903 shares of BTI common stock for the net liabilities of OPUS. Therefore, the historical financial information prior to the date of the reverse business acquisition, is
the financial information of BTI.



On March 31, 2004, OPUS changed its name to
BlastGard International, Inc.



The Company is in the development stage in
accordance with Statements of Financial Accounting Standards (SFAS) No. 7 Accounting and Reporting by Development Stage Enterprises. As of September 30, 2004, the Company has devoted substantially all of its efforts to financial
planning, raising capital and developing markets.



Note
2:    Related party transactions



During the
nine months ended September 30, 2004, officers paid expenses on behalf of the Company totaling $49,173 and advanced the Company an additional $27,000. The Company repaid the officers in full as of September 30, 2004.



As part of the reverse business acquisition, the Company obtained a liability owed to a
former officer. The Company owed the former officer $1,441 for expenses paid on behalf of the Company, which was repaid as of June 30, 2004.



As part of the reverse business acquisition, the Company obtained a liability for accrued interest owed to a shareholder. The accrued interest liability, totaling $1,072,
remained unpaid at September 30, 2004 and is included in the accompanying condensed financial statements as Accrued interest payable to shareholder.



F-5



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##### Table of Contents

Note 3:    Income taxes



The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, Accounting for Income
Taxes. The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in no income taxes.



Note 4:    Notes Payable



The Companys promissory note payable consists of the following at September 30, 2004:



|                                                                                     |  |   |        
|------------------------------------------------------------------------------------ |  | - | -------
|Promissory note payable, 10 percent interest rate, matures March 31, 2004, unsecured |  | $ | 100,000
|                                                                                     |  |   |        



The note is in default as of June 30,
2004.



Accrued interest payable on the note totaled $11,000 at September 30,
2004.



Debt Settlement



On August 24, 2004, the Company settled, as payment in full, a past-due promissory note.
Under the original terms of the note, the Company agreed to pay the principal amount of $250,000, plus interest at the rate of 10% per annum. Accrued interest as of June 30, 2004 was $25,000. Pursuant to the original loan agreement, the Company also
had agreed to issue 3,334 shares (adjusted to reflect stock splits) of common stock and guaranteed that the shares would have a market value of $125,000 as of June 30, 2004 (the shares were never issued). The $125,000 was capitalized as debt issue
costs and amortized to interest expense over the term of the note, with all $125,000 charged to interest expense as of June 30, 2004.



In full payment of the promissory note and in settlement of any and all obligations the Company had under the original loan agreement, the Company paid to the lender
$100,000 in cash, issued 119,000 shares of restricted common stock, and delivered to the lender 50,000 shares that were already outstanding in the name of Robert P. Gordon, a former officer and former director of the Company. The 50,000 shares from
Robert P. Gordon were from the 100,000 shares held in escrow for the benefit of the Company to pay any contingent or undisclosed liabilities, pursuant to the Agreement and Plan of Reorganization between the Company and BlastGard Technologies, Inc.
dated January 31, 2004.



The 119,000 common shares issued by the Company were
valued at $1.50 per share, or $178,500, based on contemporaneous common stock sales to unrelated third-party investors. The consideration paid by the Company to settle the debt totaled $278,500 ($100,000 in cash and $178,500 in stock). The value of
the debt totaled $400,000 ($250,000 in principal, $25,000 in accrued interest, and $125,000 in debt issue costs). As a result, the Company recorded a $121,500 gain on the debt settlement, which is included in the accompanying condensed financial
statements as Gain on settlement of liabilities.



Note
5:    Shareholders deficit



During
January 2004, prior to the recapitalization, BTI sold 29,120,000 shares (5,824,000 post-split) of its common stock to unrelated, third-party investors for $320.



During February 2004, the Company sold 1,000,000 shares (200,000 post-split) of its common stock to unrelated, third-party investors for $200,000, or $.20 per share.



F-6



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##### Table of Contents

On March 30, 2004, the Company issued 3,520,000 shares (704,000 post-split) of its common stock in exchange for business
consulting services. The common stock was valued at $.20 per share (pre-split) on the transaction date based on contemporaneous sales of stock to unrelated third-party investors. Stock-based compensation expense of $704,000 was recognized in the
accompanying condensed financial statements for the six months ended June 30, 2004.



On March 12, 2004, the Companys Board of Directors declared a 1 for 5 reverse split of its $.001 par value common stock for shareholders of record on March 31, 2004. The stock split reduced the number of common shares outstanding from
99,916,903 to 19,983,424 on March 31, 2004.



On March 31, 2004, the Company
issued 16,000 shares of its common stock to settle a disputed contract. The common stock was valued at $1.00 per share on the transaction date based on contemporaneous sales of stock to unrelated third-party investors. The $16,000 fee is included in
the accompanying condensed financial statements as Contract settlement fee.



From April through September 2004, the Company sold 758,201 shares of its common stock to unrelated, third-party investors for $1,137,301, or $1.50 per share.



On May 26, 2004, the Company issued 300,000 shares of its common stock in exchange for business consulting services. The common stock was
valued at $1.50 per share on the transaction date based on contemporaneous sales of stock to unrelated third-party investors. Stock-based compensation expense of $450,000 was recognized in the accompanying condensed financial statements for the six
months ended June 30, 2004.



On August 24, 2004, the Company issued 119,000
shares of its common stock in exchange for the payment of a promissory note (see Note 4). The common stock was valued at $1.50 per share on the transaction date based on contemporaneous sales of stock to unrelated third-party investors



Options granted to non-employees, accounted for under the fair value method



On February 17, 2004, the Company granted a consultant options to
purchase an aggregate of 40,000 shares (post-split) of the Companys common stock at an exercise price of $2.00 per share. Half of the options vested on the date of grant, the remaining 20,000 options vest on January 1, 2005. The options expire
on December 31, 2007. On February 17, 2004 the market value of the stock was $.75 per share. The Company determined that the options had a fair value of approximately $.47 per share, or $18,800, in accordance with SFAS 123. As a result, $9,400 was
recorded as stock-based compensation in the accompanying condensed financial statements for the 20,000 options that had vested as of September 30, 2004.



During April and May 2004, the Company granted three consultants options to purchase an aggregate of 27,000 shares (post-split) of the Companys common stock at an
exercise price of $2.00 per share. The options vest at a rate of 1,500 per month over a period of 18 months. The options expire on December 31, 2008. The fair market value of the stock was $1.50 per share on the date of grant. The Company determined
that the options had a fair value of approximately $.92 per share, or $24,813, in accordance with SFAS 123. As a result, $7,812 was recorded as stock-based compensation in the accompanying condensed financial statements for the options that had
vested as of September 30, 2004.



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##### Table of Contents

Options granted to employees, accounted for under the intrinsic value method



On January 31, 2004, the Company granted its officers options to purchase an aggregate of
1,860,000 shares (post-split) of the Companys common stock at an exercise price of $2.00 per share. The options vest as follows:



|                 |  |                  
|---------------- |  | -----------------
|Number ofOptions |  | Date Vested      
|40,000           |  | February 23, 2004
|600,000          |  | June 1, 2004     
|630,000          |  | January 1, 2005  
|590,000          |  | January 1, 2006  
|1,860,000        |  |                  



The options expire on December 31,
2007. There were no options granted with exercise prices that equaled or were less than the fair value of the underlying stock on the date of grant.



On January 31, 2004 the market value of the stock was $1.07 per share. The Company determined that the options had a fair value of approximately $.70 per share, or
$1,310,360, in accordance with SFAS 123. Had compensation expense been recorded based on the fair value at the grant date, and charged to expense over vesting periods, consistent with the provisions of SFAS 123, the Companys net loss and net
loss per share would have increased to the pro forma amounts indicated below:



|                                       |  |                   |            |  
|-------------------------------------- |  | ----------------- | ---------- | -
|                                       |  | September 30,2004 |           
|Net loss, as reported                  |  | $                 | (2,098,518 | )
|Decrease due to:                       |  |                   |            |  
|Employee stock options                 |  |                   | (1,310,360 | )
|                                       |  |                   |            |  
|Pro forma net loss                     |  | $                 | (3,408,878 | )
|                                       |  |                   |            |  
|As reported:                           |  |                   |            |  
|Net loss per share - basic and diluted |  | $                 | (0.10      | )
|                                       |  |                   |            |  
|Pro Forma:                             |  |                   |            |  
|Net loss per share - basic and diluted |  | $                 | (0.17      | )
|                                       |  |                   |            |  



Following is a schedule of changes in
common stock options and warrants for the nine months ended September 30, 2004:



|                                  |  |           |   |  |          |  
|--------------------------------- |  | --------- | - |  | -------- | -
|Description                       |  | Options   |   |  | Warrants |  
|Outstanding at December 31, 2003  |  | 670,433   |   |  | 250,000  |  
|Granted                           |  | 1,927,000 |   |  |         |  
|Expired                           |  | (529,558  | ) |  |         |  
|March 2004 reverse stock split    |  | (112,700  | ) |  | (180,000 | )
|                                  |  |           |   |  |          |  
|Outstanding at September 30, 2004 |  | 1,955,175 |   |  | 70,000   |  
|                                  |  |           |   |  |          |  



F-8



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##### Table of Contents

Item 2. Plan of Operation



Statements contained
herein that are not historical facts are forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. Although the Company believes that the expectations reflected in such forward-looking statements are
reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: well-established competitors who have substantially greater
financial resources and longer operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.



The following discussion should be read in conjunction with the Companys financial
statements and notes thereto included elsewhere in this Form 10-QSB. Except for the historical information contained herein, the discussion in this Form 10-QSB contains certain forward looking statements that involve risks and uncertainties, such as
statements of the Companys plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-QSB should be read as being applicable to all related forward-looking statements wherever they appear herein. The
Companys actual results could differ materially from those discussed here.



The financial information furnished herein has not been audited by an independent accountant; however, in the opinion of management, all adjustments (only consisting of normal recurring accruals) necessary for a fair presentation of the
results of operations for the period ended September 30, 2004, have been included.



Reorganization with BlastGard Technologies, Inc.



On January
31, 2004, pursuant to an Agreement and Plan of Reorganization (Reorganization Agreement), the Company acquired 100% of the issued and outstanding common stock of BlastGard Technologies, Inc. (BTI), a Florida corporation, from
BTIs shareholders, in exchange for an aggregate of 91,000,000 shares of the Companys common stock. BTI is a development stage company that was created to develop, design, manufacture, and market proprietary blast mitigation materials.
BTIs patent-pending BlastWrap technology is
designed to effectively mitigate blasts and suppress fires resulting from explosions. As a result of the Reorganization Agreement, a change in control and change in management of the Company occurred and BTI became a wholly-owned subsidiary of the
Company. The Reorganization Agreement also provided that the Company hold a shareholders meeting to (i) change the name of the corporation to BlastGard International, Inc., and (ii) approve a reverse split of the outstanding common stock on a 5:1
basis. A Special Shareholder meeting was held on March 12, 2004, and both proposals were approved. The name change and the reverse split of the outstanding common stock became effective on March 31, 2004.



The Company intends to focus exclusively on the business plan of BTI. BTI was formed on
September 26, 2003, and is a development stage company. BTIs audited financial statements do not reflect any material operations, revenues or liabilities. BTI acquired its only significant asset, a patent application for BlastWrap, in January 2004.



Financial Results



Pursuant to the Reorganization Agreement, BTI became a wholly-owned subsidiary of the Company. However, for accounting purposes, the
acquisition has been treated as a recapitalization of BTI, with the Company the legal surviving entity.



The Company is considered a development stage company and has recorded only nominal revenues from inception to date. At September 30, 2004, the Company had an accumulated deficit of $2,110,173, and cash on hand of
$167,932.



To date, the Company has relied on managements ability to
raise capital through equity private placement financings to fund its operations. During the current fiscal year, the Company raised capital through the following private placement transactions:



In February 2004, the Company raised $200,000 by selling 200,000 (as adjusted to reflect the
1:5 reverse split of the outstanding common stock that occurred on March 31, 2004) shares of its common stock to five investors. Substantially all of these funds had been used primarily to compensate employees and consultants, during the first
quarter of 2004.



1



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##### Table of Contents

During the quarter ending June 30, 2004, the Company raised $944,050 by selling 629,367 shares of its restricted common
stock (at $1.50 per share) to thirty four accredited investors. These funds have been used to implement the Companys business plan.



During the quarter ending September 30, 2004, the Company raised $193,250 by selling 128,834 shares of its restricted common stock (at $1.50 per share) to twelve
accredited investors. These funds have been used to implement the Companys business plan.



The Company intends to file a registration statement to register the shares for resale by the investors in these private placements.



Need for Additional Funding



The Company requires additional capital to enable it to continue as a going concern.



In the fourth quarter of 2004, the Company intends to pursue private placement offerings of its securities to accredited investors to raise
up to $5 million. As of the date of filing of this report, no funds have been raised.



There can be no assurance that market conditions will permit the Company to raise sufficient funds or that additional financing will be available when needed or on terms acceptable to the Company. There can be no assurance that the Company
will be able to continue as a going concern or achieve material revenues or profitable operations.



Item 3. Controls and Procedures



Based on their
most recent evaluation, which was completed as of the end of the period covered by this periodic report on Form 10-QSB, the Companys Chief Executive Officer and Chief Financial Officer believe the Companys disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Companys management, including its principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. During the fiscal quarter to which this report relates, there were no significant changes in the Companys internal
controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.



2



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##### Table of Contents

PART II  OTHER INFORMATION



Item 1. Legal Proceedings.            None.



Item 2. Changes in Securities and Use of Proceeds.



During the quarter ending September 30, 2004, the Company sold 128,834 shares of its restricted common stock (at $1.50 per share) to twelve accredited investors, with gross proceeds to the Company of $193,250. The Company believes this
private placement was exempt from registration under Section 4(2) of the Securities Act of 1933. The transaction did not involve a public offering, no sales commissions were paid, and a restrictive legend was placed on each certificate evidencing
the shares.



As described in Part II, Item 5, below, the Company issued 119,000
shares of restricted common stock to a holder of a promissory note as partial consideration for the settlement of the note. The Company believes that the issuance of the 119,000 shares was exempt from registration under Section 4(2) of the
Securities Act of 1933. The transaction did not involve a public offering, no sales commissions were paid, and a restrictive legend was placed on the certificate evidencing the shares.



Item 3. Defaults Upon Senior Securities. None.



Item 4. Submission of Matters to a Vote of Security Holders. None



Item 5. Other Information.



On August 24, 2004,
the Company settled, as payment in full, a past-due loan evidenced by a one-year promissory note dated June 30, 2003, due to Onne Vroom. Under the original terms of the note, the Company agreed to pay the principal amount of $250,000, plus interest
at the rate of 10% per annum. Accrued interest as of June 30, 2004 was $25,000. Pursuant to the original loan agreement, the Company also had agreed to issue shares 3,334 shares (adjusted to reflect stock splits) of common stock and guaranteed that
the shares would have a market value of $125,000 as of June 30, 2004 (the shares were never issued).



In full payment of the promissory note and in settlement of any and all obligations the Company had under the original loan agreement, the Company paid to Vroom $100,000 in cash, issued 119,000 shares of restricted
common stock, and delivered to Vroom 50,000 shares that were already outstanding in the name of Robert P. Gordon, a former officer and former director of the Company. The 50,000 shares from Robert P. Gordon were from the 100,000 shares held by in
escrow for the benefit of the Company to pay any contingent or undisclosed liabilities, pursuant to the Agreement and Plan of Reorganization between the Company and BlastGard Technologies, Inc. dated January 31, 2004.



Item 6. Exhibits and Reports on Form 8-K



(a)
Exhibits



|              |  |                                                                                                                                                                                                                                                                            
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                
|2.4           |  | Agreement and Plan of Reorganization dated January 31, 2004, by and among the Registrant, BlastGard Technologies, Inc., (BTI) and the shareholders of BTI. (Incorporated by
reference to Exhibit 2.4 to the Companys current report on Form 8-K dated January 31, 2004.)
|              | 
|3.7           |  | The Companys Articles of Incorporation, as amended and currently in effect. (Incorporated by reference to Exhibit 3.7 to the Companys quarterly report on Form 10-QSB dated March
31, 2004).                                                                             
|              | 
|3.8           |  | The Companys Bylaws, as amended and currently in effect. (Incorporated by reference to Exhibit 3.8 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                                                                                



3



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##### Table of Contents

|      |  |                                                                                                                                                                                                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9  |  | IDMedical.com, Inc. 2002 Stock Plan (Incorporated by reference to Exhibit 10.9 of the Companys Registration Statement on Form S-8, SEC File No. 333-84002, filed March 8,
2002).                                          
|      | 
|10.12 |  | Amendment dated March 24, 2004, to the IDMedical.com, Inc. 2002 Stock Plan. (Incorporated by reference to Exhibit 10.12 of the Companys Registration Statement on Form S-8, SEC File No.
333-113994 filed March 29, 2004.)
|      | 
|10.13 |  | Employment Agreement with James F. Gordon dated January 31, 2004. (Incorporated by reference to Exhibit 10.13 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                      
|      | 
|10.14 |  | Employment Agreement with Michael J. Gordon dated January 31, 2004. (Incorporated by reference to Exhibit 10.14 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                    
|      | 
|10.15 |  | Employment Agreement with John L. Waddell, Jr. dated January 31, 2004. (Incorporated by reference to Exhibit 10.15 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                 
|      | 
|31.1  |  | Section 302 Certification by the Corporations Chief Executive Officer. (Filed herewith.)                                                                                                                                  
|      | 
|31.2  |  | Section 302 Certification by the Corporations Chief Financial Officer. (Filed herewith.)                                                                                                                                  
|      | 
|32.1  |  | Section 906 Certification by the Corporations Chief Executive Officer. (Filed herewith.)                                                                                                                                  
|      | 
|32.2  |  | Section 906 Certification by the Corporations Chief Financial Officer. (Filed herewith.)                                                                                                                                  



(b) Reports on Form 8-K



On August 30, 2004, the Company filed a current report on Form 8-K to report that it had
settled a past due loan (as more fully described in Part II, Item 5, above).



4



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of the
Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |                               |  |                                           
|----------------------- |  | ----------------------------- |  | ------------------------------------------
|                        |  | BLASTGARD INTERNATIONAL, INC.
|                        |  |                              
|Dated: November 3, 2004 |  | By:                           |  | /s/ James F. Gordon                       
|                        |  |                               |  | James F. Gordon, Chief Executive Officer  
|                        |  |                              
|Dated: November 3, 2004 |  | By:                           |  | /s/ Michael J. Gordon                     
|                        |  |                               |  | Michael J. Gordon, Chief Financial Officer



5



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                            
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                
|2.4           |  | Agreement and Plan of Reorganization dated January 31, 2004, by and among the Registrant, BlastGard Technologies, Inc., (BTI) and the shareholders of BTI. (Incorporated by
reference to Exhibit 2.4 to the Companys current report on Form 8-K dated January 31, 2004.)
|              | 
|3.7           |  | The Companys Articles of Incorporation, as amended and currently in effect. (Incorporated by reference to Exhibit 3.7 to the Companys quarterly report on Form 10-QSB dated March
31, 2004).                                                                             
|              | 
|3.8           |  | The Companys Bylaws, as amended and currently in effect. (Incorporated by reference to Exhibit 3.8 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                                                                                
|              | 
|10.9          |  | IDMedical.com, Inc. 2002 Stock Plan (Incorporated by reference to Exhibit 10.9 of the Companys Registration Statement on Form S-8, SEC File No. 333-84002, filed March 8,
2002).                                                                                          
|              | 
|10.12         |  | Amendment dated March 24, 2004, to the IDMedical.com, Inc. 2002 Stock Plan. (Incorporated by reference to Exhibit 10.12 of the Companys Registration Statement on Form S-8, SEC File No.
333-113994 filed March 29, 2004.)                                                
|              | 
|10.13         |  | Employment Agreement with James F. Gordon dated January 31, 2004. (Incorporated by reference to Exhibit 10.13 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                                                                      
|              | 
|10.14         |  | Employment Agreement with Michael J. Gordon dated January 31, 2004. (Incorporated by reference to Exhibit 10.14 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                                                                    
|              | 
|10.15         |  | Employment Agreement with John L. Waddell, Jr. dated January 31, 2004. (Incorporated by reference to Exhibit 10.15 to the Companys quarterly report on Form 10-QSB dated March 31,
2004).                                                                                 
|              | 
|31.1          |  | Section 302 Certification by the Corporations Chief Executive Officer. (Filed herewith.)                                                                                                                                                                                  
|              | 
|31.2          |  | Section 302 Certification by the Corporations Chief Financial Officer. (Filed herewith.)                                                                                                                                                                                  
|              | 
|32.1          |  | Section 906 Certification by the Corporations Chief Executive Officer. (Filed herewith.)                                                                                                                                                                                  
|              | 
|32.2          |  | Section 906 Certification by the Corporations Chief Financial Officer. (Filed herewith.)